Statement of Changes in Beneficial Ownership (4)
April 04 2022 - 4:19PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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ESHELMAN FREDRIC N |
2. Issuer Name and Ticker or Trading Symbol
Aravive, Inc.
[
ARAV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman of Board |
(Last)
(First)
(Middle)
C/O ARAVIVE, INC., RIVER OAKS TOWER,, 3730 KIRBY DRIVE, SUITE 1200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2022 |
(Street)
HOUSTON, TX 77098
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/1/2022 | | M | | 4545455 | A | $0.0001 | 9211769 | I | See footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Pre-Funded Warrant (right to buy) | $0.0001 | 4/1/2022 | | M (2)(3) | | 4545455 | | (2)(3) | (2)(3) | Common Stock | 4545455 | $0 | 0 | I | See footnote (1) |
Explanation of Responses: |
(1) | 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. |
(2) | 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) |
(3) | "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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ESHELMAN FREDRIC N C/O ARAVIVE, INC., RIVER OAKS TOWER, 3730 KIRBY DRIVE, SUITE 1200 HOUSTON, TX 77098 | X | X | Executive Chairman of Board |
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Eshelman Ventures, LLC C/O ARAVIVE, INC., RIVER OAKS TOWER, 3730 KIRBY DRIVE, SUITE 1200 HOUSTON, TX 77098 |
| X |
| See Footnote (1) |
Signatures
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/s/ ESHELMAN VENTURES, LLC, By: /s/ Fredric N. Eshelman, Name: Fredric N. Eshelman, Title: Managing Member | | 4/4/2022 |
**Signature of Reporting Person | Date |
/s/ Fredric N. Eshelman | | 4/4/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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