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

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1. Name and Address of Reporting Person* RA CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/26/2018	3. Issuer Name and Ticker or Trading Symbol ARVINAS HOLDING COMPANY, LLC [ ARVN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	1,847,002	(1)	I	See Footnotes(2)(3)(4)
Series C Preferred Stock	(1)	(1)	Common Stock	291,410	(1)	I	See Footnotes(2)(3)(5)

1. Name and Address of Reporting Person* RA CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Kolchinsky Peter (Last) (First) (Middle) 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* RA Capital Healthcare Fund LP (Last) (First) (Middle) 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, each 3.25 shares of preferred stock will convert into one share of common stock. The preferred stock has no expiration date.

2. RA Capital Management, LLC (the "Adviser") is the general partner of RA Capital Healthcare Fund, L.P. (the "Fund") and the investment adviser for a separately managed account (the "Account"). Peter Kolchinsky is the sole manager of the Adviser. In their respective capacities, each of the Adviser and Dr. Kolchinsky may be deemed to beneficially own the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934.

3. The Adviser and Mr. Kolchinsky disclaim beneficial ownership of the reported securities for purposes of Rule 16a-1(a)(1) under the Exchange Act in reliance on Rule 16a-1(a)(1)(v) and (vii), respectively, and therefore disclaim any obligation to report ownership of the reported securities under Section 16(a) of the Exchange Act. The filing of this Form 3 shall not be construed as an admission that either the Adviser or Mr. Kolchinsky is or was, for purposes of Rule 16a-1(a)(1) under the Exchange Act, the beneficial owner of any of the securities reported herein. Mr. Kolchinsky and the Adviser disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a)(2) under the Exchange Act except to the extent of their pecuniary interest therein.

4. Includes 1,551,482 shares of the Issuer's common stock issuable upon conversion of Series B Preferred Stock held by the Fund and 295,520 shares of the Issuer's common stock issuable upon conversion of Series B Preferred Stock held by the Account.

5. Includes 237,208 shares of the Issuer's common stock issuable upon conversion of Series C Preferred Stock held by the Fund and 54,202 shares of the Issuer's common stock issuable upon conversion of Series C Preferred Stock held by the Account.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC	09/26/2018
	/s/ Peter Kolchinsky, individually	09/26/2018
	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	09/26/2018
	** Signature of Reporting Person	Date
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