SEC Filing | Arvinas

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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

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1. Name and Address of Reporting Person^*

Canaan IX L.P.

(Last)

(First)

(Middle)

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

06880

(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)
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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,936,426	⁽¹⁾	D⁽⁴⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,373,180	⁽²⁾	D⁽⁴⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	679,948	⁽³⁾	D⁽⁴⁾

1. Name and Address of Reporting Person^*

Canaan IX L.P.

(Last)

(First)

(Middle)

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Canaan Partners IX LLC

(Last)

(First)

(Middle)

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Common Stock on a 3.25-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

2. The Series B Preferred Stock is convertible into Common Stock on a 3.25-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

3. The Series C Preferred Stock is convertible into Common Stock on a 3.25-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

4. The shares are held directly by Canaan IX L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners IX LLC ("Canaan IX", and together with the Canaan Fund, the "Canaan Entities"), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Canaan IX disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent of its pecuniary interest therein, if any.

Remarks:

Exhibit 24 Power of Attorney and Exhibit 99 Joint Filer Information.

	Canaan IX L.P., By: Canaan Partners IX LLC, its general partner, By: /s/ Nancy Levenson, Attorney-in-Fact	09/26/2018
	Canaan Partners IX LLC, By: /s/ Nancy Levenson, Attorney-in-Fact	09/26/2018
	** 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.

                                                                      Exhibit 24

                             2018 POWER OF ATTORNEY

       1.   Appointment, Powers and Revocation.  KNOW ALL MEN BY THESE PRESENTS,
that each undersigned, and if such undersigned is not a natural person, acting
by and through one of its authorized representatives (each such undersigned
person or entity, a "Grantor"), effective from the date set forth opposite the
name of such Grantor on the signature pages hereto (such date, for each Grantor,
is hereinafter referred to as such Grantor's "Effective Date"), hereby
constitutes and appoints each of the employees, partners or managers of Canaan
Management LLC (together with its subsidiaries and affiliates, "Canaan
Partners") listed on Schedule A attached hereto, which schedule may be amended
from time to time by the Chief Financial Officer or Chief Operating Officer of
Canaan Partners to remove any such employee, manager or partner or to add any
new employee, partner or manager of Canaan Partners (each such employee, partner
or manager, an "Attorney-In-Fact") as the Grantor's true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for the Grantor and in the Grantor's place and stead, in any and all capacities
to: (a) sign any and all instruments, certificates and documents required to be
executed on behalf of the Grantor as an individual (if applicable) or in the
Grantor's capacity as a general partner, manager, member, managing member or
authorized signatory, as the case may be, on behalf of any of the following
(i) Canaan Partners, (ii) any of the funds or accounts managed, advised or
sponsored by Canaan Partners (the "Canaan Funds") and (iii) any of the entities
formed to act as the direct or indirect general partner, manager, managing
member or equivalent of such funds or accounts (the "Canaan General Partners",
together with Canaan Partners and the Canaan Funds collectively, the "Canaan
Entities"), in each case, pursuant to the Securities Act of 1933, as amended,
(the "Securities Act"), and any and all rules and regulations promulgated
thereunder (including, without limitation, filings pursuant to Rule 144 (Form
144)) or the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all rules and regulations promulgated thereunder (including, without
limitation, filings pursuant to Section 16 (Forms 3, 4 and 5) and Section 13
(Schedule 13D, Schedule 13G, Form 13F and Form 13H) of the Exchange Act); and
(b) file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission, and with any
other entity when and if such is mandated by the Securities Act, the Exchange
Act or by the Financial Industry Regulatory Authority, granting unto such
Attorney-In-Fact full power and authority to do and perform each and every act
and thing requisite and necessary fully to all intents and purposes as the
Grantor might or could do in person thereby, and ratifying and confirming all
that such Attorney-In-Fact, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof, or may have done in connection
with the matters described above.  By this power of attorney, each Grantor
hereby revokes all previous powers of attorney granted by him, her or it to any
Attorney-In-Fact or any other employee, representative or agent of Canaan
Partners relating to the matters described above.

       2.   Effective Date and Termination.  This power of attorney shall be
effective as to each Grantor as of such Grantor's Effective Date and shall
remain in full force and effect with respect to each Grantor and each
Attorney-In-Fact until:

            (a)   in the case of any Grantor that is an individual, the earlier
of the date on which this power of attorney is revoked in writing by such
Grantor solely as it relates to himself or herself and such Grantor's
Termination Date (as defined below);

            (b)   in the case of any Grantor that is an entity, the earlier of
the date on which this power of attorney is revoked in writing by such Grantor
solely as it relates to itself and the filing by such entity of a certificate of
cancellation or notice of dissolution with the jurisdiction in which it was
organized evidencing such entity's complete dissolution and termination under
the laws of such jurisdiction; and

            (c)   in the case of any Attorney-In-Fact, the earlier of the date
on which such person is no longer listed on Schedule A attached hereto as an
"Attorney-In-Fact" or such Attorney-In-Fact's Termination Date.

For purposes of the foregoing, "Termination Date" means (i) with respect to any
Grantor or Attorney-In- Fact that is a member or manager of any Canaan General
Partner, the date on which such Grantor becomes a "retired member" of any Canaan
General Partner or, if later, the date on which his, her or its employment with
Canaan Partners terminates for any reason and (ii) with respect to any other
Grantor or Attorney-In-Fact, the date on which his, her or its employment with
Canaan Partners terminates for any reason.

       3.   Miscellaneous.  Each of the Grantors may execute this power of
attorney in separate counterparts, and each counterpart shall be deemed to be an
original instrument.  This Agreement shall be governed by the laws of the State
of Delaware, without regard for choice-of-law provisions.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


       IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
respective dates set forth below.



Dated: July 16, 2018            Canaan IX L.P.

                                By: Canaan Partners IX LLC, its General Partner

                                By: /s/ Guy M. Russo
                                    ----------------
                                Name: Guy M. Russo
                                Title: Member/Manager


Dated: July 16, 2018            Canaan Partners IX LLC

                                By: /s/ Guy M. Russo
                                    ----------------
                                Name: Guy M. Russo
                                Title: Member/Manager







                                   Schedule A

Guy M. Russo

Nancy Levenson

Janine MacDonald

John J. Pacifico III

                                                                      EXHIBIT 99

                         FORM 3 JOINT FILER INFORMATION

Names of Joint Filers:
Canaan IX L.P.
Canaan Partners IX LLC


Address of Joint Filers:
c/o Canaan Partners
285 Riverside Avenue, Suite 250
Westport, CT 06880


Designated Filer:
Canaan IX L.P.


Issuer and Ticker Symbol:
Arvinas, Inc. [ARVN]


Date of Event:
September 26, 2018


Signatures of Joint Filers:
Canaan IX L.P.

By: Canaan Partners IX LLC, its General Partner
  	By: /s/ Nancy Levenson
        ------------------------------
        Attorney-in-Fact

Canaan Partners IX LLC

	By: /s/ Nancy Levenson
        ------------------------------
        Attorney-in-Fact