Sec Form 4/A Filing - Ho Peter Tai-Ching @ Aravive, Inc. - 2022-10-24

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FORM 4/A
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
Ho Peter Tai-Ching
2. Issuer Name and Ticker or Trading Symbol
Aravive, Inc. [ ARAV]
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 ARAVIVE, INC., RIVER OAKS TOWER,, 3730 KIRBY DRIVE, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
10/24/2022
(Street)
HOUSTON, TX77098
4. If Amendment, Date Original Filed (MM/DD/YY)
10/26/2022
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 10/24/2022 A 54,353 A $ 0.9199( 1 ) 55,353 I See footnote( 2 )
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 Warrants (right to buy) $ 0.7949 10/24/2022 A 27,177( 1 ) ( 3 )( 4 ) ( 3 ) Common stock 27,177 ( 1 ) 27,177 I See footnote( 2 )
Series B Warrants (right to buy) $ 0.7949 10/24/2022 A 27,176( 1 ) ( 5 ) ( 5 ) Common stock 27,176 ( 1 ) 27,176 I See footnote( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ho Peter Tai-Ching
C/O ARAVIVE, INC., RIVER OAKS TOWER,
3730 KIRBY DRIVE, SUITE 1200
HOUSTON, TX77098
X
Signatures
/s/ Abel Svitavsky, Attorney-in-fact 10/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 24, 2022, Aravive, Inc. (the "Company") agreed to issue approximately $41.5 million of securities including shares of its common stock and warrants(the "Warrants") to purchase shares of common stock in a private placement transaction (the "Private Placement") to certain investors, including the reporting person. The combined purchase price of each share of common stock and accompanying Warrants is $0.9199.
( 2 )The shares of common stock and Warrants reported herein are owned directly by the Peter Ho Trust - 2016 U/A 05/27/16 (the "Trust"), of which Peter T. Ho and Hui Ping W. Ho are the Trustees for the benefit of Peter T. Ho. This amendment is being filed to report that the shares of common stock and Warrants are held indirectly by the Trust.
( 3 )The Series A Warrants are exercisable at any time after the Authorized Share Increase (as defined below) and will expire on the date that is the later of (i) fifteen (15) months after the date of the Authorized Share Increase, or (ii) one (1) month after public announcement by or on behalf of the Company of the publication of top line data from the Company's Phase 3 trial of batiraxcept in platinum-resistant ovarian cancer.
( 4 )In connection with the Private Placement, the Company has agreed to convene a special meeting of its stockholders or to seek written consent of the stockholders no later than 120 days following the closing of the Private Placement to seek approval of an increase in the number of the Company's authorized shares of common stock pursuant to an amendment to the Company's Certificate of Incorporation (such increase, the "Authorized Share Increase") to allow for full sufficient authorized and unissued shares of common stock for the full exercise of all of the Warrants and the shares of common stock issuable upon exercise thereof.
( 5 )The Series B Warrants are exercisable at any time after the Authorized Share Increase and will expire thirty (30) months after the Authorized Share Increase.

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