Sec Form 3 Filing - Chione Ltd @ Acrivon Therapeutics, Inc. - 2022-11-09

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Chione Ltd
2. Issuer Name and Ticker or Trading Symbol
Acrivon Therapeutics, Inc. [ ACRV]
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)
SIMOU MENARDOU 5,, KIFISIA COURT, OFFICE 225
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2022
(Street)
LARNACA, G46015
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
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
Series A-1 Preferred Stock( 1 ) $ 5.6225( 3 ) ( 1 ) ( 2 ) Common Stock 3,445,940( 3 ) D( 4 )( 5 )( 6 )( 7 )
Series B Preferred Stock( 1 ) $ 14.0745( 3 ) ( 1 ) ( 2 ) Common Stock 10,657( 3 ) D( 4 )( 5 )( 6 )( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chione Ltd
SIMOU MENARDOU 5,
KIFISIA COURT, OFFICE 225
LARNACA, G46015
X
Czernik Marcin
C/O CHIONE LIMITED, SIMOU MENARDOU 5,
KIFISIA COURT, OFFICE 225
LARNACA, G46015
X
Hadjimichael Andreas
C/O CHIONE LIMITED, SIMOU MENARDOU 5,
KIFISIA COURT, OFFICE 225
LARNACA, G46015
X
Smolokowski Wiaczeslaw
CHALET LENOTCHKA
CH.DE BARNOUD
CHESIERES, V81885
X
Signatures
Chione Limited, by /s/ Shalom Leaf, as attorney-in fact by power of attorney 11/09/2022
Signature of Reporting Person Date
Marcin Czernik, by /s/ Shalom Leaf, as attorney-in fact by power of attorney 11/09/2022
Signature of Reporting Person Date
Andreas Hadjimichael, by /s/ Shalom Leaf, as attorney-in fact by power of attorney 11/09/2022
Signature of Reporting Person Date
Wiaczeslaw Smolokowski, by /s/ Shalom Leaf, as attorney-in fact by power of attorney 11/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Preferred Stock is convertible into Common Stock, without payment of further consideration, at any time at the holder's election and automatically upon the closing of the issuer's initial public offering.
( 2 )The shares of Preferred Stock have no expiration date.
( 3 )The total number of shares of Common Stock issuable upon conversion of each series of Preferred Stock and the respective conversion prices thereof reflect the issuer's 2.466:1 reverse stock split effected in connection with the issuer's initial public offering.
( 4 )Shares of Preferred Stock owned directly by Chione Limited ("Chione").
( 5 )Chione's directors, Marcin Czernik, Andreas Hadjimichael and Anastasis Nikolaou, and its sole shareholder, Wiaczeslaw Smolokowski, may be deemed to share beneficial ownership of the shares of Preferred Stock directly owned by Chione (and of the Common Stock issuable upon conversion of those shares of Preferred Stock).
( 6 )Each reporting person states that neither the filing of this Form 3 nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities covered by this Form 3. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
( 7 )Each reporting person and Mr. Nikolaou may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this Form 3 nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

Remarks:
Exhibit Index Exhibit 24.1 - Power of Attorney, dated October 10, 2022, made by Marcin Czernik and Chione Limited in favor of Shalom Leaf (filed herewith) Exhibit 24.2 - Power of Attorney, dated October 10, 2022, made by Andreas Hadjimichael and Chione Limited in favor of Shalom Leaf (filed herewith) Exhibit 24.3 - Power of Attorney, dated October 10, 2022, made by Wiaczeslaw Smolokowski in favor of Shalom Leaf (filed herewith) Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)

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