Sec Form 4 Filing - 5AM VENTURES III, L.P. @ ARVINAS, INC. - 2019-03-28

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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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 *
5AM VENTURES III, L.P.
2. Issuer Name and Ticker or Trading Symbol
ARVINAS, INC. [ ARVN]
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)
501 SECOND STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
03/28/2019
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 03/28/2019 S 352,056 D $ 14.1575 4,512,136 I See Footnotes ( 1 ) ( 3 )
Common Stock 03/28/2019 S 9,073 D $ 14.1575 116,287 I See Footnotes ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
5AM VENTURES III, L.P.
501 SECOND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Co-Investors III, L.P.
501 SECOND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Partners III, LLC
501 SECOND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
ROCKLAGE SCOTT M
501 SECOND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
DIEKMAN JOHN D
501 SECOND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Schwab Andrew J.
501 SECOND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Signatures
5AM PARTNERS III, LLC By: /s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member 04/01/2019
** Signature of Reporting Person Date
5AM VENTURES III, L.P. By: 5AM Partners III, LLC Its: General Partner By:/s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member 04/01/2019
** Signature of Reporting Person Date
5AM CO-INVESTORS III, L.P. By: 5AM Partners III, LLC Its: General Partner By: /s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member 04/01/2019
** Signature of Reporting Person Date
By: /s/ John D. Diekman 04/01/2019
** Signature of Reporting Person Date
By: /s/ Scott M. Rocklage 04/01/2019
** Signature of Reporting Person Date
By: /s/ Andrew J. Schwab 04/01/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These Securities are held of record by 5AM Ventures III, L.P. ("Ventures III").
( 2 )These Securities are held of record by 5AM Co-Investors III, L.P. ("Co-Investors III").
( 3 )5AM Partners III, LLC ("Partners III") is the sole general partner of Ventures III and Co-Investors III. Dr. John D. Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners III, and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures III and Co-Investors III. Each of Partners III, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

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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