Aravive (ARAV) Form 3 Aravive / Gail Frances McIntyre 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^*

McIntyre Gail Frances

(Last) (First) (Middle)

C/O ARAVIVE, INC., LYONDELLBASSELL TOWER

1221 MCKINNEY ST., STE 3200

(Street)

HOUSTON TX 77010

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/12/2019

3. Issuer Name and Ticker or Trading Symbol
Aravive, Inc. [ ARAV ]

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

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

5. 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 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
Stock Option	(1)(2)	06/14/2027	Common Stock	29,641	0.66	D
Stock Option	(1)(3)	12/13/2027	Common Stock	14,820	0.9	D
Stock Option	(1)(4)	03/19/2028	Common Stock	14,820	0.9	D

Explanation of Responses:

1. Shares of common stock of the corporation known as Aravive Biologics, Inc. ("Aravive Biologics") were converted into shares of Aravive, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of June 3, 2018, by and among the Issuer (then under the name Versartis, Inc.), Velo Merger Sub, Inc. and Aravive Biologics (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement for the merger (the "Merger"), each share of Aravive Biologics common stock was exchanged for 2.2801 shares of the Issuer's common stock, subject to adjustment for any reverse stock split. Following the Merger, the Issuer effected a reverse stock split at a ratio of one new share for every six shares of Issuer common stock outstanding and the Issuer changed its name to Aravive, Inc. All share and option numbers reflect the reverse stock split.

2. On June 15, 2017, the reporting person was granted an option to purchase 78,000 shares of common stock of Aravive Biologics at an exercise price of $0.23 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 29,641 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.66 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the Merger.

3. December 14, 2017, the reporting person was granted an option to purchase 39,000 shares of common stock of Aravive Biologics at an exercise price of $0.34 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 14,820 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.90 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the Merger.

4. On March 20, 2018, the reporting person was granted an option to purchase 39,000 shares of common stock of Aravive Biologics at an exercise price of $0.34 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 14,820 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.90 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the Merger.

Remarks:

	/s/ Gail F. McIntyre	02/25/2019
	** 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 5 (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).
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