Sec Form 4 Filing - FEINBERG LARRY N @ SOLENO THERAPEUTICS INC - 2018-12-19

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 FEINBERG LARRY N 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) 262 HARBOR DRIVE, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2018 (Street) STAMFORD, CT06902 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, par value $0.001 per share ("Common Stock") 12/19/2018 P 849,805 A $ 1.6063 2,519,346 I See footnote( 1 )( 4 )( 5 ) Common Stock 12/19/2018 P 283,268 A $ 1.6063 834,691 I See footnote( 2 )( 4 )( 5 ) Common Stock 12/19/2018 P 112,062 A $ 1.6063 329,158 I See footnote( 3 )( 4 )( 5 )

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 Common Stock Warrant (Right to Buy) $ 2 12/19/2018 P 42,490 06/19/2019 12/19/2023 Common Stock 42,490 ( 6 ) 42,490 I See footnote( 1 )( 4 )( 5 ) Common Stock Warrant (Right to Buy) $ 2 12/19/2018 P 14,163 06/19/2019 12/19/2023 Common Stock 14,163 ( 7 ) 14,163 I See footnote( 2 )( 4 )( 5 ) Common Stock Warrant (Right to Buy) $ 2 12/19/2018 P 5,603 06/19/2019 12/19/2023 Common Stock 5,603 ( 8 ) 5,603 I See footnote( 3 )( 4 )( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FEINBERG LARRY N 262 HARBOR DRIVE, 3RD FLOOR STAMFORD, CT06902 X Signatures /s/ Larry N. Feinberg 12/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned by Oracle Partners, LP. ("Partners"). ( 2 )These securities are owned by Oracle Ten Fund, L.P. ("Ten Fund"). ( 3 )These securities are owned by Oracle Institutional Partners, L.P. ("Institutional Partners") ( 4 )Larry N. Feinberg serves as the managing member of Oracle Associates, LLC, the general partner of Partners, Institutional Partners and Ten Fund, and accordingly, may be deemed to be the indirect beneficial owner of the shares beneficially owned by Partners, Institutional Partners and Ten Fund. Mr. Feinberg is the sole shareholder, director and president of Oracle Investment Management, Inc., which serves as investment manager to Partners, Institutional Partners and Ten Fund, and accordingly, may be deemed to be the beneficial owner of the shares beneficially owned by Partners, Institutional Partners and Ten Fund. ( 5 )Each of the Reporting Persons identified in this statement disclaims beneficial ownership of the securities described in this statement, except to the extent of their individual respective pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that any of the Reporting Persons identified in this statement are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them. ( 6 )The reported securities are included within 849,805 units purchased by Partners for $1.60625 per unit. Each unit consists of one share of common stock and one warrant to acquire 5% of a share of Common Stock. ( 7 )The reported securities are included within 283,268 units purchased by Ten Fund for $1.60625 per unit. Each unit consists of one share of common stock and one warrant to acquire 5% of a share of Common Stock. ( 8 )The reported securities are included within 112,062 units purchased by Institutional Partners for $1.60625 per unit. Each unit consists of one share of common stock and one warrant to acquire 5% of a share of Common Stock.

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