Sec Form 4 Filing - Carlyle Group Inc. @ SOLENO THERAPEUTICS INC - 2023-09-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Carlyle Group Inc. 2. Issuer Name and Ticker or Trading Symbol SOLENO THERAPEUTICS INC [ SLNO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE. NW, SUITE 220S 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2023 (Street) WASHINGTON, DC20004-2505 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/28/2023 C( 1 ) 329,930 A $ 1.75 1,531,436 I See Footnotes ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Tranche A Warrants $ 1.75 09/28/2023 C( 1 ) 1,092,056 ( 4 ) ( 4 ) Common Stock 1,092,056 $ 0 0 I See Footnotes ( 2 ) ( 3 ) Prefunded Warrants $ 0.01 09/28/2023 C( 1 ) 762,126 ( 5 ) ( 5 ) Common Stock 762,126 $ 1.75 762,126 I See Footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carlyle Group Inc. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC20004-2505 X Carlyle Holdings I GP Inc. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON, DC20004-2505 X Carlyle Holdings I GP Sub L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON, DC20004-2505 X Carlyle Holdings I L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON, DC20004-2505 X CG Subsidiary Holdings L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON, DC20004-2505 X TC Group, LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220 S WASHINGTON, DC20004-2505 X Carlyle Investment Management LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC20004-2505 X Carlyle Genesis UK LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC20004-2505 X Abingworth LLP C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC20004-2505 X Abingworth Bioventures VII LP C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC20004-2505 X Signatures The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer 10/02/2023 Signature of Reporting Person Date Carlyle Holdings I GP Inc., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer 10/02/2023 Signature of Reporting Person Date Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer 10/02/2023 Signature of Reporting Person Date Carlyle Holdings I L.P., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 10/02/2023 Signature of Reporting Person Date CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 10/02/2023 Signature of Reporting Person Date TC Group, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 10/02/2023 Signature of Reporting Person Date Carlyle Investment Management, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer 10/02/2023 Signature of Reporting Person Date Carlyle Genesis UK LLC, By: Carlyle Investment Management, L.L.C., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer 10/02/2023 Signature of Reporting Person Date Abingworth LLP, By: /s/ John Heard, Authorized Signatory 10/02/2023 Signature of Reporting Person Date Abingworth Bioventures VII LP, By: /s/ John Heard, Authorized Signatory 10/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 28, 2023, Abingworth Bioventures VII LP ("ABV VII") exercised the Tranche A Warrants, which resulted in the issuance of 329,930 shares of Common Stock and 762,126 prefunded warrants to purchase common stock (the "Prefunded Warrants"). ( 2 )Reflects securities held of record by ABV VII. The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC (each of the foregoing entities, the "Carlyle Entities"). ( 3 )Carlyle Genesis UK LLC is the principal member of Abingworth LLP. ABV VII has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by ABV VII. Each of the Carlyle Entities may be deemed to share beneficial ownership of the securities held of record by ABV VII or beneficially owned by Abingworth LLP. Each of them disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein. ( 4 )The Tranche A Warrants are immediately exercisable and must be exercised within 30 days of announcement of positive top-line data from the randomized withdrawal period of the Issuer's Study C602 and will expire if positive top-line data is not announced prior to the 3.5 year anniversary of the date of issuance. However, the Tranche A Warrants contain provisions preventing the Tranche A Warrants from being exercised if such exercise would result ABV VII obtaining greater than 9.99% of the Issuer's voting securities. ( 5 )The Prefunded Warrants are immediately exercisable and do not expire. However, the Prefunded Warrants contain provisions preventing the Prefunded Warrants from being exercised if such exercise would result in ABV VII beneficially owning greater than 9.99% of the Issuer's voting securities.

Remarks: Exhibit 24 - Power of Attorney.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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