Sec Form 4 Filing - RA CAPITAL MANAGEMENT, LLC @ ARVINAS INC. - 2018-10-01

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
RA CAPITAL MANAGEMENT, LLC
2. Issuer Name and Ticker or Trading Symbol
ARVINAS INC. [ ARVN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
20 PARK PLAZA, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2018
(Street)
BOSTON, MA02116
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 10/01/2018 C 1,847,002 A 1,847,002 ( 2 ) I See footnote ( 3 ) ( 4 )
Common Stock 10/01/2018 C 291,410 A 2,138,412 ( 5 ) I See footnote ( 3 ) ( 4 )
Common Stock 10/01/2018 P 1,000,000 ( 6 ) A $ 16 3,138,412 ( 7 ) I See footnote ( 3 ) ( 4 )
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 B Preferred Stock ( 1 ) 10/01/2018 C 6,002,761 ( 8 ) ( 1 ) ( 1 ) Common Stock 1,847,002 ( 1 ) 0 I See footnote ( 3 ) ( 4 )
Series C Preferred Stock ( 1 ) 10/01/2018 C 947,085 ( 9 ) ( 1 ) ( 1 ) Common Stock 291,410 ( 1 ) 0 I See footnote ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RA CAPITAL MANAGEMENT, LLC
20 PARK PLAZA, SUITE 1200
BOSTON, MA02116
Former 10% Owner
RA Capital Healthcare Fund LP
20 PARK PLAZA, SUITE 1200
BOSTON, MA02116
Former 10% Owner
Kolchinsky Peter
20 PARK PLAZA, SUITE 1200
BOSTON, MA02116
Former 10% Owner
Signatures
/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC 10/03/2018
Signature of Reporting Person Date
/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 10/03/2018
Signature of Reporting Person Date
/s/ Peter Kolchinsky, individually 10/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )With the closing of the Issuer's initial public offering, each 3.25 shares of preferred stock converted into one share of common stock. The preferred stock had no expiration date.
( 2 )Includes (a) 1,551,482 shares of Common Stock held by RA Capital Healthcare Fund, L.P. (the "Fund") and (b) 295,520 shares of Common Stock held in a separately managed account (the "Account").
( 3 )RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser for the Account. Peter Kolchinsky is the sole manager of the Adviser. In their respective capacities, each of the Adviser and Dr. Kolchinsky may be deemed to beneficially own the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934.
( 4 )The Adviser and Dr. Kolchinsky disclaim beneficial ownership of the reported securities for purposes of Rule 16a-1(a)(1) under the Exchange Act in reliance on Rule 16a-1(a)(1)(v) and (vii), respectively, and therefore disclaim any obligation to report ownership of the reported securities under Section 16(a) of the Exchange Act. The filing of this Form 4 shall not be construed as an admission that either the Adviser or Dr. Kolchinsky is or was, for purposes of Rule 16a-1(a)(1) under the Exchange Act, the beneficial owner of any of the securities reported herein. Dr. Kolchinsky and the Adviser disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a)(2) under the Exchange Act except to the extent of their pecuniary interest therein.
( 5 )Includes 1,788,690 shares held by the Fund and 349,722 shares held in the Account.
( 6 )Includes 827,049 shares of Common Stock held by the Fund and 172,951 held in the Account, in each case acquired in the Issuer's initial public offering.
( 7 )Includes 2,615,739 shares held by the Fund and 522,673 shares held in the Account.
( 8 )Includes 5,042,319 shares of Series B Preferred Stock held by the Fund and 960,442 shares of Series B Preferred Stock held in the Account.
( 9 )Includes 770,927 shares of Series C Preferred Stock held by the Fund and 176,158 shares of Series C Preferred Stock held in the Account.

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