Soleno Therapeutics (SLNO) Form 4 Change in insider ownership

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^*

Vivo Opportunity, LLC

(Last) (First) (Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO, CA 94301

(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)
09/26/2023

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	09/26/2023		X		3,203,093	A	$1.75	3,203,093	I	By Vivo Opportunity Fund Holdings, L.P.(1)

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
Tranche A Warrants (right to buy)	$1.75	09/26/2023		X			3,203,093	(2)	(2)	Common Stock	3,203,093	$0	0	I	By Vivo Opportunity Fund Holdings, L.P.(1)

1. Name and Address of Reporting Person^*

Vivo Opportunity, LLC

(Last) (First) (Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO, CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vivo Opportunity Fund Holdings, L.P.

(Last) (First) (Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO, CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P., the record holder of the securities. Vivo Opportunity, LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

2. The Tranche A Warrants are immediately exercisable and expire upon the earlier of (i) November 8, 2026 or (ii) 30 days of announcement of positive top-line data from the randomized withdrawal period of the Issuer's Study C602, an open-label extension study pertaining to Diazoxide Choline Extended-Release tablets (DCCR) for the treatment of Prader-Willi syndrome (PWS).

	VIVO OPPORTUNITY, LLC, By: /s/ Hongbo Lu	09/28/2023
	VIVO OPPORTUNITY FUND HOLDINGS, L.P, By: Vivo Opportunity, LLC, its general partner, By: /s/ Hongbo Lu	09/28/2023
	** 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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