Carl L. Gordon - Jan 25, 2024 Form 3 Insider Report for ArriVent Biopharma, Inc. (AVBP)

Role
Director, 10%+ Owner
Signature
/s/ James Kastenmayer, Attorney-in-Fact for Carl L. Gordon
Stock symbol
AVBP
Transactions as of
Jan 25, 2024
Transactions value $
$0
Form type
3
Date filed
1/25/2024, 08:36 PM
Previous filing
Aug 16, 2023
Next filing
Jan 31, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding AVBP Series A Preferred Stock Jan 25, 2024 Common Stock 822K See footnotes F1, F2, F3, F5
holding AVBP Series A Preferred Stock Jan 25, 2024 Common Stock 822K See footnotes F1, F2, F4, F5
holding AVBP Series B Preferred Stock Jan 25, 2024 Common Stock 470K See footnotes F1, F2, F3, F5
holding AVBP Series B Preferred Stock Jan 25, 2024 Common Stock 470K See footnotes F1, F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of preferred stock will automatically convert into the Issuer's common stock in accordance with the Issuer's Amended and Restated Certificate of Incorporation immediately prior to the completion of the Issuer's initial public offering.
F2 The shares of preferred stock will convert into common stock immediately prior to the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Amended and Restated Certificate of Incorporation, as amended, based on the initial purchase price and the conversion rate in effect at the time of conversion. The shares of preferred stock will convert on a 15.21-for-1 basis and such conversion rate is reflected in the amount of common stock underlying the security.
F3 These securities are held of record by OrbiMed Asia Partners IV, L.P. ("OAP IV"). OrbiMed Asia GP IV, L.P. ("Asia GP IV") is the general partner of OAP IV and OrbiMed Advisors IV Limited ("Advisors IV") is the general partner of Asia GP IV. OrbiMed Advisors LLC ("OrbiMed Advisors") is the advisory company of OAP IV. By virtue of such relationships, Asia GP IV, Advisors IV, and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OAP IV and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OAP IV.
F4 These securities are held of record by OrbiMed Private Investments VIII, L.P. ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors is the managing member of GP VIII. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII.
F5 Each of OrbiMed Advisors, GP VIII, Advisors IV, Asia GP IV, and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report on Form 3 shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

Exhibit 24.1 - Power of Attorney