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*
(Street)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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 A PREFERRED STOCK | (1) | (1) | COMMON STOCK | 451,758 | (1) | I | SEE FOOTNOTE(1)(4) |
SERIES B PREFERRED STOCK | (2) | (2) | COMMON STOCK | 211,258 | (2) | I | SEE FOOTNOTE(2)(4) |
SERIES C PREFERRED STOCK | (3) | (3) | COMMON STOCK | 104,607 | (3) | I | SEE FOOTNOTE(3)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The Series A Preferred Stock owned by the Reporting Persons will be converted into shares of Common Stock in the Corporation 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 (the "IPO") without payment of further consideration. The shares have no expiration date. |
2. The Series B Preferred Stock owned by the Reporting Persons will be converted into shares of Common Stock in the Corporation 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 IPO without payment of further consideration. The shares have no expiration date. |
3. The Series C Preferred Stock owned by the Reporting Persons will be converted into shares of Common Stock in the Corporation 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 IPO without payment of further consideration. The shares have no expiration date. |
4. Elm Street Ventures, LP is the direct beneficial owner of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. Elm Street Venture Associates, LLC is the general partner of Elm Street Ventures, LP. Robert A. Bettigole is the managing member of Elm Street Venture Associates, LLC. Elm Street Venture Associates, LLC and Robert A. Bettigole are indirect beneficial owners of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. |
Remarks: |
This Form 3 is being filed by Elm Street Ventures, LP, a Delaware limited partnership ("Elm Street"), Elm Street Venture Associates, LLC, a Delaware limited liability company ("GP"), and Robert A. Bettigole (together with Elm Street and GP, the "Reporting Persons"). |
s/Robert A. Bettigole, Managing Member of Elm Street Ventures Associates, LLC, the General Partner of Elm Street Ventures, LP | 09/26/2018 | |
/s/Robert A. Bettigole, Managing Member of Elm Street Venture Associates, LLC | 09/26/2018 | |
/s/Robert A. Bettigole | 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. |