Liam Ratcliffe Form 4 ARVINAS / Liam Ratcliffe 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^*

Ratcliffe Liam

(Last) (First) (Middle)

C/O ARVINAS, INC.

5 SCIENCE PARK, 395 WINCHESTER AVE.

(Street)

NEW HAVEN CT 06511

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2021

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	11/10/2021		S		1,852	D	$90.18(1)	673,849	I	See footnote(2)
Common Stock	11/10/2021		S		1,498	D	$89.1588(3)	672,351	I	See footnote(2)
Common Stock	11/10/2021		S		5,853	D	$88.1189(4)	666,498	I	See footnote(2)
Common Stock	11/10/2021		S		3,956	D	$87.1143(5)	662,542	I	See footnote(2)
Common Stock	11/10/2021		S		199	D	$86.5861(6)	662,343	I	See footnote(2)
Common Stock	11/11/2021		S		5,582	D	$87.7089(7)	656,761	I	See footnote(2)
Common Stock	11/11/2021		S		18,007	D	$86.3813(8)	638,754	I	See footnote(2)
Common Stock	11/11/2021		S		36,210	D	$85.9247(9)	602,544	I	See footnote(2)
Common Stock	11/12/2021		S		17,449	D	$85.9583(10)	585,095	I	See footnote(2)
Common Stock	11/12/2021		S		9,660	D	$84.3141(11)	575,435	I	See footnote(2)
Common Stock	11/12/2021		S		12,760	D	$84.0204(12)	562,675	I	See footnote(2)
Common Stock	11/15/2021		S		17,752	D	$85.0677(13)	544,923	I	See footnote(2)
Common Stock	11/15/2021		S		3,532	D	$83.9035(14)	541,391	I	See footnote(2)

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.75 to $90.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1).

2. The reported shares are held directly by AI Biotechnology LLC ("AIB"), a limited liability company of which the reporting person is the holder of units that are treated as profits interest units. The units owned by the reporting person do not convey a right to vote or dispose of the shares of the Issuer's Common Stock held by AIB. The reporting person disclaims beneficial ownership of all shares held by AIB and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of his pecuniary interest therein.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.68 to $89.67, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.66 to $88.65, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4).

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.65 to $87.64, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5).

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.57 to $86.60, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (6).

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.07 to $88.065, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (7).

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.06 to $87.06, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (8).

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.25 to $86.055, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (9).

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.15 to $86.13, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (10).

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.14 to $85.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (11).

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.00 to $84.115, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (12).

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.57 to $85.56, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (13).

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.75 to $84.55, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (14).

Remarks:

	/s/ Matthew Batters, as attorney-in-fact for Liam Ratcliffe	11/15/2021
	** Signature of Reporting Person	Date
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