Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
ARVINAS, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
04335A105 (CUSIP Number) |
Derek Gould Logos Global Management LP, One Letterman Dr. Bldg C, Suite C3-350 San Francisco, CA, 94129 (415) 801-4660 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 04335A105 |
| 1 |
Name of reporting person
Logos Global Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
Percentage based on 73,417,595 shares of Common Stock outstanding as of August 1, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 04335A105 |
| 1 |
Name of reporting person
Logos Global Management GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Percentage based on 73,417,595 shares of Common Stock outstanding as of August 1, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 04335A105 |
| 1 |
Name of reporting person
Logos Global Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 73,417,595 shares of Common Stock outstanding as of August 1, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 04335A105 |
| 1 |
Name of reporting person
Logos GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Percentage based on 73,417,595 shares of Common Stock outstanding as of August 1, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 04335A105 |
| 1 |
Name of reporting person
Logos Opportunities Fund IV GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Percentage based on 73,417,595 shares of Common Stock outstanding as of August 1, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 04335A105 |
| 1 |
Name of reporting person
Logos Opportunities Fund IV LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 73,417,595 shares of Common Stock outstanding as of August 1, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 04335A105 |
| 1 |
Name of reporting person
Arsani William | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Percentage based on 73,417,595 shares of Common Stock outstanding as of August 1, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 04335A105 |
| 1 |
Name of reporting person
Graham Walmsley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Percentage based on 73,417,595 shares of Common Stock outstanding as of August 1, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
ARVINAS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
395 WINCHESTER AVE, 5 Science Park, New Haven,
CONNECTICUT
, 06511. |
| Item 2. | Identity and Background |
| (a) | The reporting persons are: Logos Global Management LP, a Delaware limited partnership ("Logos Global") Logos Global Management GP LLC, a Delaware limited liability company ("Logos Global GP") Logos Global Master Fund LP, a Delaware limited partnership ("Global Fund") Logos GP LLC, a Delaware limited liability company ("Logos GP") Logos Opportunities IV GP LLC, a Delaware limited liability company ("Logos Opportunities GP") Logos Opportunities Fund IV LP, a Delaware limited partnership ("Opportunities Fund") Arsani William Graham Walmsley The reporting persons are filing this statement jointly but not as members of a group, and they expressly disclaim membership in a group. Each reporting person disclaims beneficial ownership of Stock except to the extent of that person's pecuniary interest therein. |
| (b) | One Letterman Drive, Building C, Suite C3-350, San Francisco, California 94129. |
| (c) | Logos Global is the investment adviser to Opportunities Fund and Global Fund (the "Funds"). Logos Global GP is the general partner of Logos Global. Logos GP is the general partner of Global Fund. Logos Opportunities GP is the general partner of Opportunities Fund. Dr. William is the control person of Logos Global, Logos Global GP and Logos GP. Dr. William and Dr. Walmsley are control persons of Logos Opportunities GP. Dr. William is the portfolio manager of the Global Fund. Dr. William and Dr. Walmsley are the portfolio managers of Opportunities Fund. |
| (d) | During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the reporting persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | For citizenship of the reporting persons, see Item 6 of each reporting person's cover page. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Global Fund acquired 3,200,000 shares of the Stock between May 1, 2025 and August 18, 2025 on the open market through the Nasdaq Stock Market for a total purchase price of $23,534,011.75. In addition, Global Fund acquired 15,000 call options for a total purchase price of $37,188.00 on the open market through the Nasdaq Stock Market exercisable within 60 days for delivery of 1,500,000 shares of the Stock. On August 15, 2025, Global Fund exercised the options to acquire 1,500,000 shares of the Stock for a total purchase price of $7,500,000. Opportunities Fund acquired 1,300,000 shares of the Stock between June 9 and June 10, 2025 on the open market through the Nasdaq Stock Market for a total purchase price of $10,067,317.13. The Funds used their working capital to make the foregoing purchases. | |
| Item 4. | Purpose of Transaction |
The reporting persons acquired the securities for investment purposes. The reporting persons will routinely monitor the Issuer regarding a wide variety of factors that affect their investment considerations, including, current and anticipated future trading prices of the Stock and other securities, the Issuer's operations, assets, prospects, financial position, and business development, Issuer's management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions, and other investment considerations. Depending on their evaluation of various factors, the reporting persons may take such actions regarding their holdings of the Issuer's securities as they deem appropriate in light of circumstances existing from time to time. Such actions may include purchasing additional securities in the open market, through privately negotiated transactions with third parties or otherwise, and selling at any time, in the open market, through privately negotiated transactions with third parties or otherwise, all or part of the securities now owned or hereafter acquired by any of them. The reporting persons also may from time to time enter into or unwind hedging or other derivative transactions with respect to the Stock or pledge their interests in the Stock to obtain liquidity. In addition, from time to time
the reporting persons and their representatives and advisers may communicate with other stockholders, industry participants and other interested parties about the Issuer. On June 10, 2025, the Reporting Persons sent an email to members of the board of directors of the Issuer respectfully recommending a strategic reset of the company's direction and structure. Specifically, the letter urged the board to consider a special distribution to stockholders, to refrain from further investment in the early-stage pipeline, and to adopt a leaner operating model focused on preserving cash. In addition, we believe that the company should not move forward independently on its lead asset absent the involvement of a committed strategic partner. On August 7, 2025, the Reporting Persons sent a letter to the management and board of directors of the Issuer. In that communication, the Reporting Persons expressed appreciation for the constructive dialogue to date with senior leadership and the board, while recommending that the company adopt an urgent strategic reset to restore shareholder confidence and preserve value. Specifically, the letter urged the board to (i) return $700 million of capital to stockholders, (ii) substantially reduce operating expenses and right-size the organization, (iii) allow the company's valuation to rebase around its core science, (iv) execute a 1-for-5 reverse stock split to facilitate institutional re-engagement, and (v) rebuild the company's credibility through disciplined capital allocation and business development. Except with respect to the foregoing, the reporting persons have no present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, the reporting persons may recommend additional actions to the Issuer's management, board of directors and stockholders. Any such actions could involve one or more of the events referred to in clauses (a) through (j) of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions of assets, change in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Aggregate number of shares beneficially owned by the reporting persons: Logos Global: 6,300,000 Logos Global GP: 6,300,000 Global Fund: 5,000,000 Logos GP: 5,000,000 Logos Opportunities GP: 1,300,000 Opportunities Fund: 1,300,000 Arsani William: 6,300,000 Graham Walmsley: 1,300,000 Aggregate percentage of the class of Stock beneficially owned by the reporting persons: Logos Global: 8.6% Logos Global GP: 8.6% Global Fund: 6.8% Logos GP: 6.8% Logos Opportunities GP: 1.8% Opportunities Fund: 1.8% Arsani William: 8.6% Graham Walmsley: 1.8% |
| (b) | Number of shares as to which the each reporting person has: (i) Sole power to vote or to direct the vote: Logos Global: 0 Logos Global GP: 0 Global Fund: 0 Logos GP: 0 Logos Opportunities GP: 0 Opportunities Fund: 0 Arsani William: 0 Graham Walmsley: 0 (ii) Shared power to vote or to direct the vote: Logos Global: 6,300,000 Logos Global GP: 6,300,000 Global Fund: 5,000,000 Logos GP: 5,000,000 Logos Opportunities GP: 1,300,000 Opportunities Fund: 1,300,000 Arsani William: 6,300,000 Graham Walmsley: 1,300,000 (iii) Sole power to dispose or to direct the disposition of: Logos Global: 0 Logos Global GP: 0 Global Fund: 0 Logos GP: 0 Logos Opportunities GP: 0 Opportunities Fund: 0 Arsani William: 0 Graham Walmsley: 0 (iv) Shared power to dispose or to direct the disposition of: Logos Global: 6,300,000 Logos Global GP: 6,300,000 Global Fund: 5,000,000 Logos GP: 5,000,000 Logos Opportunities GP: 1,300,000 Opportunities Fund: 1,300,000 Arsani William: 6,300,000 Graham Walmsley: 1,300,000 |
| (c) | The reporting persons engaged in the following transactions in the Issuer's securities in the 60 days preceding the date of this Schedule 13D. All transactions were effectuated in the open market through a broker. In addition, on August 15, 2025, Global Fund exercised the options to acquire 1,500,000 shares of the Stock for a total purchase price of $7,500,000. Fund Security Trade Date Quantity Purchased (Sold) Trade Price Price Global Fund Call Option 6/20/25 (15,000) $2.6500 Global Fund Call Option* 6/20/25 15,000 $2.4500 Global Fund Common Stock 7/1/25 25,000 $7.7677 Global Fund Common Stock 7/2/25 25,000 $7.8678 Global Fund Common Stock 7/2/25 100,000 $7.9588 Global Fund Common Stock 7/2/25 1,513 $7.8899 Global Fund Common Stock 7/2/25 58,487 $8.0006 Global Fund Common Stock 7/3/25 40,000 $7.9658 Global Fund Common Stock 7/7/25 50,000 $7.8494 Global Fund Common Stock 7/7/25 25,000 $7.8621 Global Fund Common Stock 7/8/25 50,000 $8.0638 Global Fund Common Stock 7/8/25 25,000 $7.9826 Global Fund Common Stock 7/9/25 100,000 $7.8221 Global Fund Common Stock 7/9/25 100,000 $7.8642 Global Fund Common Stock 7/17/25 400,000 $7.6300 Global Fund Common Stock 8/13/25 25,000 $7.2638 Global Fund Common Stock 8/13/25 25,000 $7.2221 Global Fund Common Stock 8/13/25 25,000 $7.1390 Global Fund Common Stock 8/13/25 25,000 $7.0930 Global Fund Common Stock 8/13/25 50,000 $7.1166 Global Fund Common Stock 8/14/25 15,000 $7.0877 Global Fund Common Stock 8/14/25 35,000 $7.0894 Global Fund Common Stock 8/15/25 60,000 $7.0233 Global Fund Common Stock 8/15/25 100,000 $7.0563 Global Fund Common Stock 8/18/25 140,000 $7.1900 **Represents the roll forward of the expiration date of 15,000 call options listed on Nasdaq exercisable within 60 days for delivery of 1,500,000 shares. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Logos Global is the investment adviser to its clients pursuant to investment management agreements or limited partnership agreements providing to Logos Global the authority, among other things, to invest the funds of such clients in Stock, to vote and dispose of Stock and to file this statement on behalf of such clients. Pursuant to such limited partnership agreements, Logos Global and its affiliates are entitled to allocations based on assets under management and realized and unrealized gains. Pursuant to such investment management agreements, Logos Global is entitled to fees based on assets under management and realized and unrealized gains. | |
| Item 7. | Material to be Filed as Exhibits. |
Ex 99 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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