Fredric N. Eshelman - Apr 1, 2022 Form 4 Insider Report for Aravive, Inc. (ARAV)

Signature
/s/ ESHELMAN VENTURES, LLC, By: /s/ Fredric N. Eshelman, Name: Fredric N. Eshelman, Title: Managing Member
Stock symbol
ARAV
Transactions as of
Apr 1, 2022
Transactions value $
$455
Form type
4
Date filed
4/4/2022, 04:17 PM
Previous filing
Mar 31, 2022
Next filing
Sep 26, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ARAV Common Stock Options Exercise $455 +4.55M +97.41% $0.00* 9.21M Apr 1, 2022 See footnote F1

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 ARAV Pre-Funded Warrant (right to buy) Options Exercise $0 +4.55M $0.00* 0 Apr 1, 2022 Common Stock 4.55M $0.00 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of common stock of Aravive, Inc. (the "Company") are owned, and the exercised pre-funded warrants were owned, directly by Eshelman Ventures, LLC, an entity wholly owned by the Reporting Person. The Reporting Person, Dr. Fredric Eshelman, who is the Executive Chairman of the Company's Board of Directors, disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F2 The Pre-Funded Warrant expires when it is fully exercised and is exercisable immediately. Notwithstanding the foregoing, the Pre-Funded Warrant was not exercisable until the Company obtained the Requisite Stockholder Approval (as defined below) and no shares issuable upon exercise of the Pre-Funded Warrant were to be issued or delivered upon any proposed exercise of the Pre-Funded Warrant, and the Pre-Funded Warrant was not exercisable to the extent that such issuance, delivery, exercise or exercisability would result in Eshelman Ventures, LLC or a "person" or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) beneficially owning in excess of 19.99% of the then-outstanding shares of the Company's common stock. (continued to footnote 3)
F3 "Requisite Stockholder Approval" means the stockholder approval contemplated by Rule 5635 of the Nasdaq Stock Market listing rules with respect to the issuance of the shares of the Company's common stock issuable upon exercise of the Pre-Funded Warrant in excess of the limitations imposed by such rule. Requisite Stockholder Approval was obtained on April 1, 2022 at a Special Meeting of the Company and Eshelman Ventures proceeded to exercise the Pre-Funded Warrant in full on such date.