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Filing Details

Accession Number:: 0000905718-22-000523
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-31 17:31:44
Reporting Period:: 2018-12-21

Accepted Time:: 2022-03-31 17:31:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1484565	Soleno Therapeutics Inc	SLNO	()	X0

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1397144	Llp Abingworth	Princes House 38 Jermyn Street London X0 SW1Y 6DN		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	2022-03-29	7,720,000	$0.00	18,022,602	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (right to buy)	Acquisiton	2018-12-21	20,000	$0.00	20,000	$1.57
Common Stock	Stock Option (right to buy)	Acquisiton	2019-06-10	13,000	$0.00	13,000	$2.50
Common Stock	Stock Option (right to buy)	Acquisiton	2020-05-18	9,530	$0.00	9,530	$3.41
Common Stock	Stock Option (right to buy)	Acquisiton	2021-01-08	40,000	$0.00	40,000	$2.24
Common Stock	Stock Option (right to buy)	Acquisiton	2021-06-01	31,862	$0.00	31,862	$1.02
Common Stock	Warrant (right to buy)	Acquisiton	2022-03-29	7,720,000	$0.00	7,720,000	$0.30

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
20,000		2028-12-21	No	4	A	Indirect
13,000		2029-06-10	No	4	A	Indirect
9,530		2030-05-18	No	4	A	Indirect
40,000		2031-01-08	No	4	A	Indirect
31,862		2031-06-01	No	4	A	Indirect
7,720,000	2022-03-29	2027-03-29	No	4	P	Indirect

Footnotes

Abingworth Bioventures VII GP LP ("Abingworth GP") serves as the general partner of Abingworth Bioventures VII, LP ("ABV VII"). Abingworth General Partner VII LLP serves as the general partner of Abingworth GP. ABV VII (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner VII LLP) has delegated to the Reporting Person all investment and dispositive power over the securities held by ABV VII.
The securities of Soleno Therapeutics, Inc. (the "Issuer") are held by ABV VII. The Reporting Person holds the reported securities indirectly through ABV VII. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person, ABV VII, Dr. Andrew Sinclair or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Each share of common stock was purchased together with one (1) warrant to purchase one (1) share of common stock for an aggregate price of $0.25.
The option was granted to Dr. Sinclair, a director of the Issuer and a member of the investment committee of ABV VII (the "Investment Committee") which approves investment and voting decisions by majority vote. No individual member of the Investment Committee has the sole control or voting power over the securities held by ABV VII. Under an agreement between Dr. Sinclair and the Reporting Person, Dr. Sinclair is deemed to hold the option and any shares of common stock issuable upon exercise of the option, for the benefit of ABV VII, and must exercise the option solely upon the direction of the Reporting Person.
ABV VII may be deemed the indirect beneficial owner of the option, and Dr. Sinclair may be deemed the indirect beneficial owner of the option through his indirect interest in ABV VII. Each of ABV VII, Abingworth GP, Abingworth General Partner VII LLP, Dr. Sinclair, the Reporting Person and each member of the Investment Committee disclaims beneficial ownership of the option except to the extent, if any, of its pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The option vests in forty-eight (48) monthly installments commencing on December 21, 2018.
The option fully vested on May 17, 2020.
The option fully vested on May 18, 2021.
The option fully vested on January 8, 2021.
The option vests on the earlier of the twelve (12) month anniversary of June 1, 2021 or the day before the Issuer's next annual stockholder meeting, subject to Dr. Sinclair continuing to be a Service Provider through the vesting date.