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Filing Details

Accession Number:: 0000899243-18-024483
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-09-13 21:37:50
Reporting Period:: 2018-03-07

Accepted Time:: 2018-09-13 21:37:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1484565	Soleno Therapeutics Inc	SLNO	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1120443	Tp Management Vii Llc	100 Shoreline Hwy, Suite 282, Building B Mill Valley CA 94941	No	No	Yes	No
1120461	Technology Partners Fund Vii Lp	100 Shoreline Hwy, Suite 282, Bldg B Mill Valley CA 94941	No	No	Yes	No
1133704	Technology Partners Affiliates Vii Lp	100 Shoreline Hwy, Suite 282, Bldg B Mill Valley CA 94941	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-03-07	51,940	$3.40	1,432,924	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2018-05-14	259,702	$3.40	1,692,626	No	4	J	Indirect	See Footnote
Common Stock	Disposition	2018-09-11	11,567	$2.05	1,681,059	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2018-09-12	8,082	$2.02	1,672,977	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2018-09-13	2,435	$2.00	1,670,542	No	4	S	Indirect	See Footnote
Common Stock	Acquisiton	2018-03-07	1,378	$3.40	30,531	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2018-05-14	6,890	$3.40	37,421	No	4	J	Indirect	See Footnote
Common Stock	Disposition	2018-09-11	313	$2.05	37,108	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2018-09-12	219	$2.02	36,889	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2018-09-13	66	$2.00	36,823	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Footnotes

The shares are held directly by Technology Partners Fund VII, L.P. ("Technology Partners VII"). The Reporting Person is the sole general partner of Technology Partners VII, and may be deemed to beneficially own such shares. The Reporting Person holds voting and dispositive power with respect to the securities held by Technology Partners VII. James Glasheen, Sheila Mutter, Roger Quy, Ira Ehrenpreis, and Ted Ardell, and certain other individuals are members of the Reporting Person and disclaim beneficial ownership of the securities held by Technology Partners VII except to the extent of any pecuniary interest therein.
The shares are held directly by Technology Partners Affiliates VII, L.P. ("Affiliates VII"). The Reporting Person is the sole general partner of Affiliates VII, and may be deemed to beneficially own such shares. The Reporting Person holds voting and dispositive power with respect to the securities held by Affiliates VII. James Glasheen, Sheila Mutter, Roger Quy, Ira Ehrenpreis, and Ted Ardell, and certain other individuals are members of the Reporting Person and disclaim beneficial ownership of the securities held by Affiliates VII except to the extent of any pecuniary interest therein
On March 7, 2018, the Reporting Person became entitled to receive the shares pursuant to a "hold-back" provision in the merger agreement dated December 22, 2016, pursuant to which Soleno Therapeutics, Inc. ("Soleno"), acquired all of the outstanding common stock of Essentialis, Inc. ("Essentialis") on March 7, 2017. The merger agreement provided that such shares were to be retained by Soleno and unissued, and to serve as partial security for the indemnification obligations the stockholders of Essentialis, and the shares of Soleno common stock would, for no additional consideration, be issued to the stockholders of Essentialis, subject to any reduction of such shares as a result of satisfying such indemnification obligations. As a result, on the holdback release date of March 7, 2018, the former stockholders of Essentialis, including the Reporting Person, acquired additional shares of Soleno common stock pursuant to the merger agreement.
(Continued from Footnote 3) The number of shares issuable pursuant to the "hold-back" provision was determined on March 7, 2018, pursuant to a formula set forth in the merger agreement which provided that the number of shares issuable would be four percent (4%) of the total shares issuable in the merger by Soleno. The Reporting Person's right to receive additional shares became fixed and irrevocable on March 7, 2017, the effective date of the merger.
On May 14, 2018, the Reporting Person became entitled to receive the shares pursuant to a "milestone earn-out" provision in the merger agreement dated December 22, 2016, pursuant to which Soleno acquired all of the outstanding common stock of Essentialis, Inc. on March 7, 2017. The merger agreement provided that such shares would be issued by Soleno upon the achievement of certain milestone conditions. As a result, on May 14, 2018, the former stockholders of Essentialis, including the Reporting Person, acquired additional shares of Soleno common stock pursuant to the merger agreement. The number of shares issuable pursuant to the "milestone earn-out" provision was determined on May 14, 2018, pursuant to a formula set forth in the merger agreement which provided that the number of shares issuable would be twenty percent (20%) of the total shares issuable in the merger by Soleno.
(Continued from Footnote 5) The Reporting Person's right to receive additional shares became fixed and irrevocable on March 7, 2017, the effective date of the merger.
Share amounts and price are on a post-split basis and reflect the 5:1 reverse stock split effective on October 6, 2017.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.00 to $2.08, inclusive. The reporting person undertakes to provide to Soleno, any security holder of Soleno, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (8) on this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.00 to $2.04, inclusive. The reporting person undertakes to provide to Soleno, any security holder of Soleno, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (9) on this Form 4.