5AM Co-Investors III Form 4 ARVINAS / JOHN D DIEKMAN 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)
09/16/2019

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	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 (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^*

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 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^*

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^*

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^*

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^*

Schwab Andrew J.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

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 distribution 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.

	5AM PARTNERS III, LLC By: /s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member	09/18/2019
	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
	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
	By: /s/ Dr. John D. Diekman	09/18/2019
	By: /s/ Dr. Scott M. Rocklage	09/18/2019
	By: /s/ Andrew Schwab	09/18/2019
	** Signature of Reporting Person	Date
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