Patricia C. Hirano - 27 Mar 2025 Form 4 Insider Report for SOLENO THERAPEUTICS INC (SLNO)

Signature
/s/ Anish Bhatnagar, Attorney-in-Fact
Issuer symbol
SLNO
Transactions as of
27 Mar 2025
Net transactions value
-$10,100,378
Form type
4
Filing time
31 Mar 2025, 19:01:24 UTC
Previous filing
23 Jan 2025
Next filing
02 Apr 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SLNO Common Stock Sale $93,544 -1,418 -1.3% $65.97 110,884 27 Mar 2025 Direct F1, F2, F3
transaction SLNO Common Stock Sale $154,289 -2,310 -2.1% $66.79 108,574 27 Mar 2025 Direct F1, F3, F4
transaction SLNO Common Stock Sale $284,275 -4,199 -3.9% $67.70 104,375 27 Mar 2025 Direct F1, F3, F5
transaction SLNO Common Stock Sale $379,985 -5,524 -5.3% $68.79 98,851 27 Mar 2025 Direct F1, F3, F6
transaction SLNO Common Stock Sale $223,339 -3,198 -3.2% $69.84 95,653 27 Mar 2025 Direct F1, F3, F7
transaction SLNO Common Stock Sale $23,272 -329 -0.34% $70.73 95,324 27 Mar 2025 Direct F1, F3, F8
transaction SLNO Common Stock Sale $34,293 -478 -0.5% $71.74 94,846 27 Mar 2025 Direct F1, F3, F9
transaction SLNO Common Stock Sale $5,303 -73 -0.08% $72.64 94,773 27 Mar 2025 Direct F1, F3, F10
transaction SLNO Common Stock Options Exercise $144,000 +6,000 +6.3% $24.00 100,773 27 Mar 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $110,220 +4,400 +4.4% $25.05 105,173 27 Mar 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $24,929 +4,888 +4.6% $5.10 110,061 27 Mar 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $34,599 +13,333 +12% $2.60 123,394 27 Mar 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $20,083 +8,333 +6.8% $2.41 131,727 27 Mar 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $184,726 +35,186 +27% $5.25 166,913 27 Mar 2025 Direct F3, F11
transaction SLNO Common Stock Sale $3,068,147 -46,214 -28% $66.39 120,699 27 Mar 2025 Direct F3, F11
transaction SLNO Common Stock Sale $1,671,629 -24,776 -21% $67.47 95,923 27 Mar 2025 Direct F3, F11, F12
transaction SLNO Common Stock Sale $1,753,628 -24,989 -26% $70.18 70,934 27 Mar 2025 Direct F3, F11, F13
transaction SLNO Common Stock Sale $1,098,012 -15,145 -21% $72.50 55,789 27 Mar 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $90,418 +2,691 +4.8% $33.60 58,480 28 Mar 2025 Direct F3, F11
transaction SLNO Common Stock Sale $228,946 -3,394 -5.8% $67.46 55,086 28 Mar 2025 Direct F3, F11, F14
transaction SLNO Common Stock Sale $849,386 -12,324 -22% $68.92 42,762 28 Mar 2025 Direct F3, F11, F15
transaction SLNO Common Stock Sale $643,246 -9,253 -22% $69.52 33,509 28 Mar 2025 Direct F3, F11, F16
transaction SLNO Common Stock Sale $198,058 -2,691 -8% $73.60 30,818 28 Mar 2025 Direct F3, F11

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -6,000 -100% $0.000000 0 27 Mar 2025 Common Stock 6,000 $24.00 Direct F11, F17
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -4,400 -100% $0.000000 0 27 Mar 2025 Common Stock 4,400 $25.05 Direct F11, F17
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -4,888 -67% $0.000000 2,445 27 Mar 2025 Common Stock 4,888 $5.10 Direct F11, F18
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -13,333 -100% $0.000000 0 27 Mar 2025 Common Stock 13,333 $2.60 Direct F11, F17
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -8,333 -42% $0.000000 11,667 27 Mar 2025 Common Stock 8,333 $2.41 Direct F11, F19
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -35,186 -42% $0.000000 49,262 27 Mar 2025 Common Stock 35,186 $5.25 Direct F11, F20
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -2,691 -12% $0.000000 18,842 28 Mar 2025 Common Stock 2,691 $33.60 Direct F11, F21
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
F2 This transaction was executed in multiple trades at prices ranging from $65.15 to $66.145. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F3 Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions of each RSU.
F4 This transaction was executed in multiple trades at prices ranging from $66.24 to $67.235. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F5 This transaction was executed in multiple trades at prices ranging from $67.24 to $68.235. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F6 This transaction was executed in multiple trades at prices ranging from $68.24 to $69.225. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F7 This transaction was executed in multiple trades at prices ranging from $69.24 to $70.235. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F8 This transaction was executed in multiple trades at prices ranging from $70.24 to $71.22. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F9 This transaction was executed in multiple trades at prices ranging from $71.26 to $72.22. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F10 This transaction was executed in multiple trades at prices ranging from $72.31 to $72.80. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F11 The option exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person September 13, 2024
F12 This transaction was executed in multiple trades at prices ranging from 67.41 to $67.50. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F13 This transaction was executed in multiple trades at prices ranging from $70.00 to $70.25. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F14 This transaction was executed in multiple trades at prices ranging from $66.90 to $67.83. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F15 This transaction was executed in multiple trades at prices ranging from $68.30 to $69.285. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F16 This transaction was executed in multiple trades at prices ranging from $69.33 to $69.675. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F17 All of the shares subject to this option are fully vested and exercisable as of the date hereof.
F18 One forty-eighth (1/48th) of the shares subject to the Option vest on the first month anniversary of January 1, 2022 (the "Vesting Commencement Date") and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), such that all of the shares subject to the Option will have vested as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person continuing to be a Service Provider through each such date.
F19 One forty-eighth of the shares subject to the option vest on February 1, 2023 and each one-month anniversary thereafter, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2014 Equity Incentive Plan) through each such date.
F20 One thirty-sixth of the shares subject to the Option vest on June 26, 2023 and each one-month anniversary thereafter, subject to the Reporting Person continuing to be a Service Provider through each such date.
F21 Twelve and one-half percent (12.5%) of the shares subject to the Option vest upon the date following the acceptance by the US FDA of an NDA submission for DCCR, twelve and one-half percent (12.5%) of the shares subject to the Option vest upon the submission by the Company to the European Medicines Agency European of an MAA for DCCR, and one forty-eighth (1/48th) of the remaining shares subject to the Option vest each month anniversary of January 8, 2021 (the "Vesting Commencement Date") on the same day of the month as the Vesting Commencement Date, subject to the Reporting Person continuing to be a Service Provider through each such date.

Remarks:

Officer title: Senior Vice President, Regulatory Affairs