Sec Form 4 Filing - 5AM VENTURES III, L.P. @ ARVINAS, INC. - 2019-09-16

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
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 2ND STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
09/16/2019
(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 09/16/2019 J( 1 ) 438,694 D $ 0 3,098,567 I See footnotes ( 2 ) ( 7 )
Common Stock 09/16/2019 J( 3 ) 11,306 D $ 0 79,856 I See footnotes ( 4 ) ( 7 )
Common Stock 09/16/2019 J( 5 ) 85,396 A $ 0 85,396 I See footnotes ( 6 )
Common Stock 09/16/2019 J( 8 ) 17,079 A $ 0 17,079 I See footnotes ( 9 )
Common Stock 09/16/2019 J( 10 ) 17,079 A $ 0 17,079 I See footnotes ( 11 )
Common Stock 09/16/2019 J( 12 ) 8,540 A $ 0 8,540 I See footnotes ( 13 )
Common Stock 09/16/2019 J( 14 ) 8,540 A $ 0 8,540 I See footnotes ( 15 )
Common Stock 09/16/2019 J( 16 ) 1,002 A $ 0 1,002 I See footnotes ( 17 )
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 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Partners III, LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Co-Investors III, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
DIEKMAN JOHN D
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
ROCKLAGE SCOTT M
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Schwab Andrew J.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Signatures
5AM PARTNERS III, LLC By: /s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member 09/18/2019
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 09/18/2019
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 09/18/2019
Signature of Reporting Person Date
By: /s/ Dr. John D. Diekman 09/18/2019
Signature of Reporting Person Date
By: /s/ Dr. Scott M. Rocklage 09/18/2019
Signature of Reporting Person Date
By: /s/ Andrew Schwab 09/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by 5AM Ventures III, L.P. ("Ventures III") without consideration to its partners.
( 2 )These Securities are held of record by Ventures III.
( 3 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by 5AM Co-Investors III, L.P. ("Co-Investors III") without consideration to its partners.
( 4 )These Securities are held of record by Co-Investors III.
( 5 )Represents a change in the form of ownership of 5AM Partners III, LLC ("Partners III") by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer for no consideration by Ventures III and Co-Investors III.
( 6 )These Securities are held of record by Partners 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 Partners III. Each of Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 7 )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.
( 8 )Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution by Partners III to John D. Diekman and Susan P. Diekman Trustees Diekman Revocable Trust Dtd 6/30/95 ("Diekman Trust").
( 9 )These securities are held of record by Diekman Trust. Dr. Diekman is a trustee and beneficiary of the Diekman Trust and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.
( 10 )Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distributio n by Partners III to the Schwab Family Trust, Andrew J. Schwab and Catarina N. Schwab, as Trustees of the Schwab Family Trust, dated October 26, 2007 ("Schwab Family Trust").
( 11 )These securities are held of record by Schwab Family Trust. Mr. Schwab is a trustee and beneficiary of the Schwab Family Trust and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.
( 12 )Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution by Partners III to Scott M. Rocklage Revocable Trust dated 10/22/15; Trustees: Scott M. Rocklage and Patty B. Rocklage ("Rocklage Trust").
( 13 )These securities are held of record by Rocklage Trust. Dr. Rocklage is a trustee and beneficiary of the Rocklage Trust and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.
( 14 )Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution by Partners III to MADRock II LLC ("MADRock II").
( 15 )These securities are held of record by MADRock II. Dr. Rocklage is a manager of MADRock II and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.
( 16 )Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution by Co-Investor III to Dr. John D. Diekman.
( 17 )These securities are held of record by Dr. John D. Diekman and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.

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