Soleno Therapeutics (SLNO) Form 4 SOLENO THERAPEUTICS / JACK W SCHULER 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

SCHULER JACK W

(Last) (First) (Middle)

100 N. FIELD DRIVE, SUITE 360

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SOLENO THERAPEUTICS INC [ SLNO ]

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)
07/27/2021

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

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

X	Form filed by One Reporting Person
	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	07/27/2021		S		19,748	D	$0.8646	4,065,044	I	See Footnote(1)
Common Stock	08/17/2021		S		49,841	D	$0.7849	4,015,203	I	See Footnote(1)
Common Stock	09/22/2021		S		2,599	D	$0.8735	4,012,604	I	See Footnote(1)
Common Stock	09/23/2021		S		100,000	D	$0.876	3,912,604	I	See Footnote(1)
Common Stock	02/10/2022		S		800	D	$0.3548	3,911,804	I	See Footnote(1)
Common Stock	03/31/2022		P		4,000,000	A	(2)	7,911,804	I	See Footnote(1)
Common Stock								9,707,848	I	See Footnote(3)

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
Warrant (right to buy)	$0.3	03/31/2022		P		4,000,000		03/31/2022	03/31/2027	Common Stock	4,000,000	(2)	4,000,000	I	See Footnote(1)

Explanation of Responses:

1. The securities are held by the Schuler Education Foundation (formerly the Schuler Family Foundation), for which the Reporting Person serves as President.

2. Each share of common stock was purchased together with one (1) warrant to purchase one (1) share of common stock for an aggregate price of $0.25.

3. The shares are held by the Jack W. Schuler Living Trust, for which the Reporting Person serves as Trustee..

Remarks:

800 of the shares purchased on March 31, 2022 are matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, with certain prior sales of shares by the Schuler Education Foundation. The Schuler Education Foundation has disgorged to the Issuer, on a voluntary basis, the full amount of any recoverable profits.

	/s/ Jack W. Schuler	04/04/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.