Aadi Bioscience (AADI) Form 4 Aerpio Pharmaceuticals / AG NOVARTIS ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Novartis Bioventures Ltd

(Last) (First) (Middle)

C/O NOVARTIS INTERNATIONAL AG

WSJ-200.220

(Street)

BASEL V8 CH-4002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aerpio Pharmaceuticals, Inc. [ ARPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	04/22/2019		S		7,100	D	$0.97(1)	4,795,561	I	See Footnote(4)
Common Stock	04/23/2019		S		27,554	D	$1.03(2)	4,768,007	I	See Footnote(4)
Common Stock	04/24/2019		S		16,403	D	$1.03(3)	4,751,604	I	See Footnote(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

Novartis Bioventures Ltd

(Last) (First) (Middle)

C/O NOVARTIS INTERNATIONAL AG

WSJ-200.220

(Street)

BASEL V8 CH-4002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NOVARTIS AG

(Last) (First) (Middle)

LICHTSTRASSE 35

(Street)

BASEL V8 CH 4056

(City) (State) (Zip)

Explanation of Responses:

1. Reflects sales of common stock executed in multiple transactions at prices ranging from $0.95 to $0.99. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.

2. Reflects sales of common stock executed in multiple transactions at prices ranging from $0.99 to $1.06. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.

3. Reflects sales of common stock executed in multiple transactions at prices ranging from $1.03 to $1.06. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.

4. The shares are directly owned by Novartis Bioventures Ltd. Novartis Bioventures Ltd is a wholly-owned indirect subsidiary of Novartis AG, which is an indirect beneficial owner of the reported securities.

Remarks:

	/s/ Bartosz Dzikowski, Secretary of the Board of Novartis Bioventures Ltd	04/24/2019
	/s/ Florian Muellershausen, Authorized Signatory on behalf of Novartis Bioventures Ltd	04/24/2019
	/s/ Bartosz Dzikowski, Authorized Signatory on behalf of Novartis AG	04/24/2019
	/s/ Florian Muellershausen, Authorized Signatory on behalf of Novartis AG	04/24/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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