Sec Form 4 Filing - Giaccia Amato @ Aravive, Inc. - 2018-10-12

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
Giaccia Amato
2. Issuer Name and Ticker or Trading Symbol
Aravive, Inc. [ ARAV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ARAVIVE, INC., LYONDELLBASEL TOWER, 1221 MCKINNEY ST.
3. Date of Earliest Transaction (MM/DD/YY)
10/12/2018
(Street)
HOUSTON, TX77010
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 10/12/2018 A 941,880 A 941,880 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) $ 0.06 10/12/2018 A 8,055 ( 2 ) 04/25/2021 Common Stock 8,055 ( 2 ) 8,055 D
Stock Option (Right to Buy) $ 0.06 10/12/2018 A 4,028 ( 3 ) 04/25/2021 Common Stock 4,028 ( 3 ) 4,028 D
Stock Option (Right to Buy) $ 0.06 10/12/2018 A 12,350 ( 4 ) 11/14/2022 Common Stock 12,350 ( 4 ) 12,350 D
Stock Option (Right to Buy) $ 0.24 10/12/2018 A 38,761 ( 5 ) 09/30/2024 Common Stock 38,761 ( 5 ) 38,761 D
Stock Option (Right to Buy) $ 0.24 10/12/2018 A 9,120 ( 6 ) 12/31/2024 Common Stock 9,120 ( 6 ) 9,120 D
Stock Option (Right to Buy) $ 0.24 10/12/2018 A 9,120 ( 7 ) 03/31/2025 Common Stock 9,120 ( 7 ) 9,120 D
Stock Option (Right to Buy) $ 0.24 10/12/2018 A 9,120 ( 8 ) 06/30/2025 Common Stock 9,120 ( 8 ) 9,120 D
Stock Option (Right to Buy) $ 0.24 10/12/2018 A 26,813 ( 9 ) 06/30/2025 Common Stock 26,813 ( 9 ) 26,813 D
Stock Option (Right to Buy) $ 0.24 10/12/2018 A 9,120 ( 10 ) 09/30/2025 Common Stock 9,120 ( 10 ) 9,120 D
Stock Option (Right to Buy) $ 0.24 10/12/2018 A 9,120 ( 11 ) 12/31/2025 Common Stock 9,120 ( 11 ) 9,120 D
Stock Option (Right to Buy) $ 0.24 10/12/2018 A 9,120 ( 12 ) 03/31/2026 Common Stock 9,120 ( 12 ) 9,120 D
Stock Option (Right to Buy) $ 0.66 10/12/2018 A 38,001 ( 13 ) 06/14/2027 Common Stock 38,001 ( 13 ) 38,001 D
Stock Option (Right to Buy) $ 0.9 10/12/2018 A 19,000 ( 14 ) 12/14/2027 Common Stock 19,000 ( 14 ) 19,000 D
Stock Option (RIght to Buy) $ 0.9 10/12/2018 A 19,000 ( 15 ) 03/20/2028 Common Stock 19,000 ( 15 ) 19,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Giaccia Amato
C/O ARAVIVE, INC.
LYONDELLBASEL TOWER, 1221 MCKINNEY ST.
HOUSTON, TX77010
X X
Signatures
/s/ Kevin Haas, Attorney-in-fact 10/16/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock of the corporation known as Aravive Biologics, Inc. ("Aravive") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of June 3, 2018, by and among the Issuer, Velo Merger Sub, Inc. and Aravive (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of Aravive common stock was exchanged for 2.2801 shares of the Issuer's common stock, subject to adjustment for any reverse stock split. Following the merger, the Issuer effected a reverse stock split at a ratio of one new share for every six shares of Issuer common stock outstanding and the Issuer changed its name to Aravive, Inc. All share and option numbers reflect the reverse stock split.
( 2 )On April 26, 2011, Reporting Person was granted an option to purchase 21,199 shares of the common stock of Aravive at an exercise price of $0.02 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 8,055 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.06 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 3 )On April 26, 2011, Reporting Person was granted an option to purchase 10,600 shares of the common stock of Aravive at an exercise price of $0.02 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 4,028 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.06 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 4 )On November 14, 2012, Reporting Person was granted an option to purchase 32,500 shares of the common stock of Aravive at an exercise price of $0.02 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 12,350 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.06 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 5 )On October 1, 2014, Reporting Person was granted an option to purchase 102,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 38,761 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 6 )On December 31, 2014, Reporting Person was granted an option to purchase 24,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 9,120 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 7 )On March 31, 2015, Reporting Person was granted an option to purchase 24,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 9,120 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 8 )On June 30, 2015, Reporting Person was granted an option to purchase 24,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 9,120 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 9 )On July 1, 2015, Reporting Person was granted an option to purchase 70,559 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 26,813 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 10 )On September 30, 2015, Reporting Person was granted an option to purchase 24,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 9,120 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 11 )On December 31, 2015, Reporting Person was granted an option to purchase 24,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 9,120 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 12 )On March 31, 2016, Reporting Person was granted an option to purchase 24,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 9,120 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 13 )On June 15, 2017, Reporting Person was granted an option to purchase 100,000 shares of the common stock of Aravive at an exercise price of $0.23 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 38,001 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.66 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 14 )On December 14, 2017, Reporting Person was granted an option to purchase 50,000 shares of the common stock of Aravive at an exercise price of $0.34 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 19,000 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.90 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
( 15 )On March 20, 2018, Reporting Person was granted an option to purchase 50,000 shares of the common stock of Aravive at an exercise price of $0.34 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 19,000 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.90 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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