SEC Filing | Arvinas

View:

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Teel Randy

(Last)

(First)

(Middle)

C/O ARVINAS, INC.

5 SCIENCE PARK, 395 WINCHESTER AVE.

(Street)

NEW HAVEN

06511

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/29/2024

3. Issuer Name and Ticker or Trading Symbol
ARVINAS, INC. [ ARVN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Int. Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,357	D
Common Stock	23,093⁽¹⁾	D
Common Stock	11,591⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽³⁾	02/22/2034	Common Stock	34,161	47	D
Stock Option (right to buy)	⁽⁴⁾	02/21/2033	Common Stock	38,350	34.37	D
Stock Option (right to buy)	⁽⁵⁾	02/22/2032	Common Stock	52,400	64.19	D
Stock Option (right to buy)	⁽⁶⁾	02/25/2031	Common Stock	37,000	78.3	D
Stock Option (right to buy)	⁽⁷⁾	02/26/2030	Common Stock	40,000	47.38	D
Stock Option (right to buy)	⁽⁸⁾	02/28/2029	Common Stock	46,945	19.36	D
Stock Option (right to buy)	⁽⁹⁾	09/25/2028	Common Stock	104,605	16	D

Explanation of Responses:

1. The restricted stock units (each, an "RSU") were granted by the issuer on February 23, 2024, pursuant to its 2018 Stock Incentive Plan (the "Plan") and each RSU represents a contingent right to receive one share of the issuer's common stock upon settlement for no consideration. The RSUs will vest over two years: 1/2 of the shares underlying the award shall vest on February 23, 2025, with the remainder of the shares vesting on February 23, 2026.

2. The RSUS were granted by the Issuer on February 22, 2023, pursuant to the Plan and each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. The RSUs vest over four years: 1/4 of the shares underlying the award vested on February 22, 2024, with the remainder of the shares vesting in equal annual installments thereafter through February 23, 2027. The RSU amount reflects that 1,184 shares were sold to pay for taxes following the February 22, 2024 vesting.

3. The option was granted by the Issuer on February 23, 2024, pursuant to the Plan. The shares underlying the option will vest over two years: 1/2 of the shares underlying the award shall vest on February 23, 2025, with the remainder of the shares vesting on February 23, 2026.

4. The option was granted by the Issuer on February 22, 2023, pursuant to the Plan. The shares underlying the option vest over four years: 1/4 of the shares underlying the award vested on February 22, 2024, with the remainder of the shares vesting in equal monthly installments following February 22, 2024 through February 23, 2027.

5. The option was granted by the Issuer on February 23, 2022, pursuant to the Plan. The shares underlying the option vest over four years: 1/4 of the shares underlying the award vested on February 23, 2023, with the remainder of the shares vesting in equal monthly installments following February 23, 2023 through February 23, 2026.

6. The option was granted by the Issuer on February 26, 2021, pursuant to the Plan. The shares underlying the option vest over four years: 1/4 of the shares underlying the award vested on February 26, 2022, with the remainder of the shares vesting in equal monthly installments following February 23, 2022 through February 23, 2025.

7. The option was granted by the Issuer on February 27, 2020, pursuant to the Plan. The shares underlying the option vest over four years: 1/4 of the shares underlying the award vested on February 27, 2021, with the remainder of the shares vesting in equal monthly installments following February 27, 2021 through February 27, 2024.

8. The option was granted by the Issuer on March 1, 2019, pursuant to the Plan. The shares underlying the option vest over four years: 1/4 of the shares underlying the award vested on March 1, 2020, with the remainder of the shares vesting in equal monthly installments following March 1, 2020 through March 1, 2023.

9. The option was granted by the Issuer on September 26, 2018, pursuant to the Plan. The shares underlying the option vest over four years: 1/4 of the shares underlying the award vested on May 14, 2019, with the remainder of the shares vesting in equal monthly installments following May 14, 2019 through May 14, 2022.

Remarks:

	/s/ Jared Freedberg, as attorney-in-fact for Randy Teel	03/19/2024
	** 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 5 (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 Number.

poa_teel

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of John Houston and Jared Freedberg, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Arvinas, Inc. (the “Company”), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including without limitation the filing of a Form ID, Update Passphrase, or any other application materials to enable the undersigned to gain or maintain access to the Electronic Data Gathering, Analysis and Retrieval system of the SEC; (3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact t may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of ___________________. Name: DocuSign Envelope ID: D5EB7BAE-7F60-43EF-9843-ED8EC4E71223 RANDY TEEL 2/27/2024