Sec Form 4 Filing - Castelein Caley @ Aadi Bioscience, Inc. - 2021-08-26

Insider filing report for Changes in Beneficial Ownership
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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
Castelein Caley
2. Issuer Name and Ticker or Trading Symbol
Aadi Bioscience, Inc. [ AADI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AADI BIOSCIENCE, INC., 17383 SUNSET BOULEVARD, SUITE A250
3. Date of Earliest Transaction (MM/DD/YY)
08/26/2021
(Street)
ALISO VIEJO, CA92656
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 08/26/2021 P 259,998 A $ 13.077 259,998 I See footnote ( 1 ) ( 2 )
Common Stock 19,694 D
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
Stock option (right to buy) $ 26 08/27/2021 A 17,549 ( 3 ) 08/27/2031 Common Stock 17,549 $ 0 17,549 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Castelein Caley
C/O AADI BIOSCIENCE, INC.
17383 SUNSET BOULEVARD, SUITE A250
ALISO VIEJO, CA92656
X
Signatures
/s/ Caley Castelein 08/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the purchase of 259,998 shares of Common Stock from Aadi Bioscience, Inc. (formerly Aerpio Pharmaceuticals, Inc.) pursuant to a subscription agreement dated May 16, 2021. The closing under the subscription agreement was conditioned upon the closing under that certain Agreement and Plan of Merger, dated May 16, 2021, by and between Aerpio Pharmaceuticals, Aadi Bioscience, Inc. and Aspen Merger Subsidiary, Inc.
( 2 )Securities beneficially owned indirectly by KVP Capital, LP. Dr. Castelein is the Managing Director of KVP Capital. Dr. Castelein disclaims beneficial ownership of shares held by KVP Capital, except to the extent of his pecuniary interest therein. Share and per-share information herein reflects a 1-for-15 reverse split of the Issuer's common stock that was effected on August 26, 2021.
( 3 )In connection with the closing of the merger by and between Aerpio Pharmaceuticals, Inc. and Aadi Bioscience, Inc., as approved by the stockholders of the Issuer on August 17, 2021, the Board granted on August 26, 2021 to the Reporting Person an Initial Award (as defined in the Issuer's Outside Director Compensation Policy and in accordance with the Issuer's 2021 Equity Incentive Plan (the "Plan")). Subject to the Reporting Person continuing to be a Service Provider (as defined in the Plan) through each applicable date, the Initial Award is scheduled to vest as to one thirty-sixth (1/36th) of the shares of common stock subject to the Initial Award on a monthly basis following the grant date on the same day of the month as the grant date (and if there is no corresponding day, on the last day of the month). The grant date is August 27, 2021.

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