Director Huh Yong-Jun bought $24,999,984 worth of shares (2,083,332 units at $12.00), converted options into 1,352,252 shares and acquired $5,614,417 worth of shares (550,433 units at $10.20) (SEC Form 4)
$ARTV
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Artiva Biotherapeutics, Inc. [ ARTV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/22/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/22/2024 | C | 667,185 | A | (1) | 1,016,022 | I | By GC Corp.(2) | ||
| Common Stock | 07/22/2024 | C | 330,095 | A | (1) | 1,346,117 | I | By GC Corp.(2) | ||
| Common Stock | 07/22/2024 | J(3) | 294,117 | A | $10.2 | 1,640,234 | I | By GC Corp.(2) | ||
| Common Stock | 07/22/2024 | P(4) | 1,666,666 | A | $12 | 3,306,900 | I | By GC Corp.(2) | ||
| Common Stock | 07/22/2024 | C | 292,791 | A | (1) | 525,349 | I | By GC Cell Corporation(5) | ||
| Common Stock | 07/22/2024 | C | 62,181 | A | (1) | 587,530 | I | By GC Cell Corporation(5) | ||
| Common Stock | 07/22/2024 | J(6) | 256,316 | A | $10.2 | 843,846 | I | By GC Cell Corporation(5) | ||
| Common Stock | 07/22/2024 | P(4) | 416,666 | A | $12 | 1,260,512 | I | By GC Cell Corporation(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (1) | 07/22/2024 | C | 667,185 | (1) | (1) | Common Stock | 667,185 | (1) | 0 | I | By GC Corp.(2) | |||
| Series B Preferred Stock | (1) | 07/22/2024 | C | 330,095 | (1) | (1) | Common Stock | 330,095 | (1) | 0 | I | By GC Corp.(2) | |||
| Series A Preferred Stock | (1) | 07/22/2024 | C | 292,791 | (1) | (1) | Common Stock | 292,791 | (1) | 0 | I | By GC Cell Corporation(5) | |||
| Series B Preferred Stock | (1) | 07/22/2024 | C | 62,181 | (1) | (1) | Common Stock | 62,181 | (1) | 0 | I | By GC Cell Corporation(5) | |||
| Explanation of Responses: |
| 1. Each share of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-one basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date. |
| 2. The shares are held directly by GC Corp. Mr. Yong-Jun Huh is Chief Executive Officer of GC Corp. GC Corp., a public Korean holdings company, is ultimately controlled by its board of directors, consisting of Mr. Yong-Jun Huh, Huh II-Sup, Park Yong-Tae and Kim Seok-Hwa. Each of these individual directors of GC Corp. may be deemed to share voting and investment power over the shares held by GC Corp. and each disclaims beneficial ownership of all shares held by such entity, except to the extent of any pecuniary interest therein. |
| 3. Represents the conversion of outstanding simple agreement for future equity in the amount of $3,000,000.00 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price. |
| 4. The shares were purchased in the Issuer's initial public offering. |
| 5. The shares are held directly by GC Cell Corporation. Mr. Yong-Jun Huh is Chief Executive Officer of GC Corp. GC Corp., a public Korean holdings company, which is the parent company of GC Cell Corporation and is ultimately controlled by its board of directors, consisting of Mr. Yong-Jun Huh, Huh II-Sup, Park Yong-Tae and Kim Seok-Hwa. Each of these individual directors of GC Corp. may be deemed to share voting and investment power over the shares held by GC Corp. and GC Cell Corporation and each disclaims beneficial ownership of all shares held by such entities, except to the extent of any pecuniary interest therein. |
| 6. Represents the conversion of outstanding simple agreement for future equity in the amount of $2,614,424.28 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price. |
| /s/ Neha Krishnamohan, Attorney-in-Fact | 07/22/2024 | |
| ** 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 4 (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. | ||