Artiva Biotherapeutics, Inc. Common Stock (ARTV) Form 4 Artiva Biotherapeutics / Yong-Jun Huh 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^*

Huh Yong-Jun

(Last) (First) (Middle)

C/O ARTIVA BIOTHERAPEUTICS, INC.

5505 MOREHOUSE DRIVE, SUITE 100

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Artiva Biotherapeutics, Inc. [ ARTV ]

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)
07/22/2024

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	07/22/2024		C		667,185	A	(1)	1,016,022	I	By GC Corp.(2)
Common Stock	07/22/2024		C		330,095	A	(1)	1,346,117	I	By GC Corp.(2)
Common Stock	07/22/2024		J(3)		294,117	A	$10.2	1,640,234	I	By GC Corp.(2)
Common Stock	07/22/2024		P(4)		1,666,666	A	$12	3,306,900	I	By GC Corp.(2)
Common Stock	07/22/2024		C		292,791	A	(1)	525,349	I	By GC Cell Corporation(5)
Common Stock	07/22/2024		C		62,181	A	(1)	587,530	I	By GC Cell Corporation(5)
Common Stock	07/22/2024		J(6)		256,316	A	$10.2	843,846	I	By GC Cell Corporation(5)
Common Stock	07/22/2024		P(4)		416,666	A	$12	1,260,512	I	By GC Cell Corporation(5)

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
Series A Preferred Stock	(1)	07/22/2024		C			667,185	(1)	(1)	Common Stock	667,185	(1)	0	I	By GC Corp.(2)
Series B Preferred Stock	(1)	07/22/2024		C			330,095	(1)	(1)	Common Stock	330,095	(1)	0	I	By GC Corp.(2)
Series A Preferred Stock	(1)	07/22/2024		C			292,791	(1)	(1)	Common Stock	292,791	(1)	0	I	By GC Cell Corporation(5)
Series B Preferred Stock	(1)	07/22/2024		C			62,181	(1)	(1)	Common Stock	62,181	(1)	0	I	By GC Cell Corporation(5)

Explanation of Responses:

1. Each share of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-one basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date.

2. The shares are held directly by GC Corp. Mr. Yong-Jun Huh is Chief Executive Officer of GC Corp. GC Corp., a public Korean holdings company, is ultimately controlled by its board of directors, consisting of Mr. Yong-Jun Huh, Huh II-Sup, Park Yong-Tae and Kim Seok-Hwa. Each of these individual directors of GC Corp. may be deemed to share voting and investment power over the shares held by GC Corp. and each disclaims beneficial ownership of all shares held by such entity, except to the extent of any pecuniary interest therein.

3. Represents the conversion of outstanding simple agreement for future equity in the amount of $3,000,000.00 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.

4. The shares were purchased in the Issuer's initial public offering.

5. The shares are held directly by GC Cell Corporation. Mr. Yong-Jun Huh is Chief Executive Officer of GC Corp. GC Corp., a public Korean holdings company, which is the parent company of GC Cell Corporation and is ultimately controlled by its board of directors, consisting of Mr. Yong-Jun Huh, Huh II-Sup, Park Yong-Tae and Kim Seok-Hwa. Each of these individual directors of GC Corp. may be deemed to share voting and investment power over the shares held by GC Corp. and GC Cell Corporation and each disclaims beneficial ownership of all shares held by such entities, except to the extent of any pecuniary interest therein.

6. Represents the conversion of outstanding simple agreement for future equity in the amount of $2,614,424.28 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.

	/s/ Neha Krishnamohan, Attorney-in-Fact	07/22/2024
	** Signature of Reporting Person	Date
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