Artiva Biotherapeutics, Inc. Common Stock Form 4 Artiva Biotherapeutics / Andrew J. Schwab 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^*

5AM Partners VI, LLC

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(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)

Director	X	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)

	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/22/2024		C		1,058,284	A	⁽¹⁾	1,058,284	I	By 5AM Ventures VI, L.P.⁽²⁾
Common Stock	07/22/2024		J⁽³⁾		112,966	A	$10.2	1,171,250	I	By 5AM Ventures VI, L.P.⁽²⁾
Common Stock	07/22/2024		J⁽⁴⁾		348,721	A	$10.2	348,721	I	By 5AM Opportunities II, L.P.⁽⁵⁾
Common Stock	07/22/2024		P		833,333	A	$12	1,182,054	I	By 5AM Opportunities II, L.P.⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/22/2024		C			843,592	⁽¹⁾	⁽¹⁾	Common Stock	843,592	⁽¹⁾	0	I	By 5AM Ventures VI, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/22/2024		C			214,692	⁽¹⁾	⁽¹⁾	Common Stock	214,692	⁽¹⁾	0	I	By 5AM Ventures VI, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

5AM Partners VI, LLC

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

5AM Ventures VI, L.P.

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

5AM Opportunities II (GP), LLC

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

5AM Opportunities II, L.P.

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PARMAR KUSH

(Last)

(First)

(Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Schwab Andrew J.

(Last)

(First)

(Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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 directly held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VI and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VI. Each of Partners VI, Dr. Parmar, and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein.

3. Represents the conversion of outstanding simple agreement for future equity in the amount of $1,152,253.93 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.

4. Represents the conversion of outstanding simple agreement for future equity in the amount of $3,556,957.78 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.

5. Shares are held by 5AM Opportunities II, L.P. ("Opportunities II"). 5AM Opportunities II (GP), LLC ("Opportunities II GP") is the general partner of Opportunities II and may be deemed to have sole investment and voting power over the shares held by Opportunities II. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Opportunities II GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities II. Each of Opportunities II GP, Dr. Parmar and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein.

	5AM Partners VI, LLC, By /s/ Kush Parmar, Managing Member	07/24/2024
	5AM Ventures VI, L.P., By: 5AM Partners VI, LLC, its General Partner, By /s/ Kush Parmar, Managing Member	07/24/2024
	5AM Opportunities II (GP), LLC, By /s/ Kush Parmar, Managing Member	07/24/2024
	5AM Opportunities II, L.P., By: 5AM Opportunities II (GP), LLC, its General Partner, By /s/ Kush Parmar, Managing Member	07/24/2024
	/s/ Kush Parmar	07/24/2024
	/s/ Andrew J. Schwab	07/24/2024
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Artiva Biotherapeutics, Inc. Common Stock (ARTV) Form 4Artiva Biotherapeutics / Andrew J. Schwab ownership change