5AM Co-Investors III Form 3 ARVINAS HOLDING / SCOTT M ROCKLAGE ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

5AM VENTURES III, L.P.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2018

3. Issuer Name and Ticker or Trading Symbol
ARVINAS HOLDING COMPANY, LLC [ ARVN ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	2,862,649	(1)	I	See Footnote(2)(4)
Series A Preferred Stock	(1)	(1)	Common Stock	73,777	(1)	I	See Footnote(3)(4)
Series B Preferred Stock	(1)	(1)	Common Stock	1,338,679	(1)	I	See Footnote(2)(4)
Series B Preferred Stock	(1)	(1)	Common Stock	34,500	(1)	I	See Footnote(3)(4)
Series C Preferred Stock	(1)	(1)	Common Stock	662,864	(1)	I	See Footnote(2)(4)
Series C Preferred Stock	(1)	(1)	Common Stock	17,083	(1)	I	See Footnote(3)(4)

1. Name and Address of Reporting Person^*

5AM VENTURES III, L.P.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Co-Investors III, L.P.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Partners III, LLC

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROCKLAGE SCOTT M

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DIEKMAN JOHN D

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Schwab Andrew J.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

Explanation of Responses:

1. The Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock is convertible into Common Stock on a 3.25-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

2. 9,303,611 shares of Series A Preferred Stock, 4,350,709 shares of Series B Preferred Stock and 2,154,311 shares of Series C Preferred Stock are held by 5AM Ventures III, L.P. ("Ventures III").

3. 239,776 shares of Series A Preferred Stock, 112,128 shares of Series B Preferred Stock and 55,522 shares of Series C Preferred Stock are held by 5AM Co-Investors III, L.P. ("Co-Investors III").

4. 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.

	5AM VENTURES III, L.P. By: 5AM Partners III, LLC, its General Partner /s/ Andrew J. Schwab	09/26/2018
	5AM CO-INVESTORS III, L.P. By: 5AM Partners III, LLC, its General Partner /s/ Andrew J. Schwab	09/26/2018
	5AM PARTNERS III, LLC /s/ Andrew J. Schwab	09/26/2018
	/s/ Scott M. Rocklage	09/26/2018
	/s/ John D. Diekman	09/26/2018
	/s/ Andrew J. Schwab	09/26/2018
	** Signature of Reporting Person	Date
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