5AM Co-Investors III Form 4 ARVINAS / SCOTT M ROCKLAGE 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^*

5AM VENTURES III, L.P.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2018

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	10/01/2018		C		2,862,649	A	(3)	2,862,649	I	See footnotes(1)(4)
Common Stock	10/01/2018		C		1,338,679	A	(3)	4,201,328	I	See footnotes(1)(4)
Common Stock	10/01/2018		C		662,864	A	(3)	4,864,192	I	See footnotes(1)(4)
Common Stock	10/01/2018		C		73,777	A	(3)	73,777	I	See footnotes(2)(4)
Common Stock	10/01/2018		C		34,500	A	(3)	108,277	I	See footnotes(2)(4)
Common Stock	10/01/2018		C		17,083	A	(3)	125,360	I	See footnotes(2)(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
Series A Preferred Stock	(3)	10/01/2018		C			9,303,611	(3)	(3)	Common Stock	2,862,649	$0.00	0	I	See Footnotes(1)(4)
Series A Preferred Stock	(3)	10/01/2018		C			239,776	(3)	(3)	Common Stock	73,777	$0.00	0	I	See Footnotes(2)(4)
Series B Preferred Stock	(3)	10/01/2018		C			4,350,709	(3)	(3)	Common Stock	1,338,679	$0.00	0	I	See Footnotes(1)(4)
Series B Preferred Stock	(3)	10/01/2018		C			112,128	(3)	(3)	Common Stock	34,500	$0.00	0	I	See Footnotes(2)(4)
Series C Preferred Stock	(3)	10/01/2018		C			2,154,311	(3)	(3)	Common Stock	662,864	$0.00	0	I	See Footnotes(1)(4)
Series C Preferred Stock	(3)	10/01/2018		C			55,522	(3)	(3)	Common Stock	17,083	$0.00	0	I	See Footnotes(2)(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. These Secruties 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. On October 1, 2018, the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock converted into Common Stock on a 3.25-for-one basis, upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.

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	10/03/2018
	5AM CO-INVESTORS III, L.P. By: 5AM Partners III, LLC, its General Partners /s/ Andrew J. Schwab	10/03/2018
	5AM PARTNERS III, LLC /s/ Andrew J. Schwab	10/03/2018
	/s/ Scott Rocklage	10/03/2018
	/s/ John D. Diekman	10/03/2018
	/s/ Andrew J. Schwab	10/03/2018
	** Signature of Reporting Person	Date
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