Form 4 for ARTV Artiva Biotherapeutics, Inc.

Accepted 2024-07-22 00:00:00 ET · period of report 2024-07-22 · accession 0000905148-24-001964 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DM	2024-07-22	2024-07-22	ARTV	VENBIO GLOBAL STRATEGIC GP III, LTD	10%	C - Cnv Deriv	—	+1.06M	1.06M	New	—
D	2024-07-22	2024-07-22	ARTV	VENBIO GLOBAL STRATEGIC GP III, LTD	10%	J - Other	—	+461.7K	1.52M	+44%	—
D	2024-07-22	2024-07-22	ARTV	VENBIO GLOBAL STRATEGIC GP III, LTD	10%	P - Purchase	$12.00	+416.7K	1.94M	+27%	+$5.00M
DM	2024-07-22	2024-07-22	ARTV	VENBIO GLOBAL STRATEGIC GP III, LTD	10%	C - Cnv Deriv	—	-1.06M	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2024-07-22	C	A	843,592	—	843,592	D	—	—	(F1) Each share of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-one basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date. (F2) These securities are held directly by venBio Global Strategic Fund III, L.P., a Cayman Islands partnership ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Robert Adelman and Corey Goodman, each a citizen of the United States (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the securities held directly by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the securities held directly by venBio III except to the extent of their pecuniary interest therein.
2	Common	Common Stock	2024-07-22	J	A	461,687	—	1,519,971	D	—	—	(F3) Represents the conversion of outstanding simple agreement for future equity in the amount of approximately $4,709,212 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the $12 IPO price, or $10.20. (F2) These securities are held directly by venBio Global Strategic Fund III, L.P., a Cayman Islands partnership ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Robert Adelman and Corey Goodman, each a citizen of the United States (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the securities held directly by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the securities held directly by venBio III except to the extent of their pecuniary interest therein.
3	Common	Common Stock	2024-07-22	P	A	416,666	$12.00	1,936,637	D	—	—	(F2) These securities are held directly by venBio Global Strategic Fund III, L.P., a Cayman Islands partnership ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Robert Adelman and Corey Goodman, each a citizen of the United States (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the securities held directly by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the securities held directly by venBio III except to the extent of their pecuniary interest therein.
4	Common	Common Stock	2024-07-22	C	A	214,692	—	1,058,284	D	—	—	(F1) Each share of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-one basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date. (F2) These securities are held directly by venBio Global Strategic Fund III, L.P., a Cayman Islands partnership ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Robert Adelman and Corey Goodman, each a citizen of the United States (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the securities held directly by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the securities held directly by venBio III except to the extent of their pecuniary interest therein.
5	Derivative	Series A Convertible Preferred Stock	2024-07-22	C	D	843,592	—	0	D	— · — to —	843,592 Common Stock	(F1) Each share of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-one basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date. (F2) These securities are held directly by venBio Global Strategic Fund III, L.P., a Cayman Islands partnership ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Robert Adelman and Corey Goodman, each a citizen of the United States (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the securities held directly by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the securities held directly by venBio III except to the extent of their pecuniary interest therein.
6	Derivative	Series B Convertible Preferred Stock	2024-07-22	C	D	214,692	—	0	D	— · — to —	214,692 Common Stock	(F1) Each share of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-one basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date. (F2) These securities are held directly by venBio Global Strategic Fund III, L.P., a Cayman Islands partnership ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Robert Adelman and Corey Goodman, each a citizen of the United States (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the securities held directly by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the securities held directly by venBio III except to the extent of their pecuniary interest therein.