RA Capital Nexus Fund III Form 4 Artiva Biotherapeutics / Peter Kolchinsky 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^*

RA CAPITAL MANAGEMENT, L.P.

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(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	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		725,391	A	⁽¹⁾	725,391	I	See footnotes⁽²⁾⁽³⁾
Common Stock	07/22/2024		C		264,571	A	⁽¹⁾	264,571	I	See footnotes⁽²⁾⁽⁴⁾
Common Stock	07/22/2024		C		68,320	A	⁽¹⁾	68,320	I	See footnotes⁽²⁾⁽⁵⁾
Common Stock	07/22/2024		J⁽⁶⁾		323,181	A	$10.2	1,048,572	I	See footnotes⁽²⁾⁽³⁾
Common Stock	07/22/2024		J⁽⁷⁾		138,506	A	$10.2	138,506	I	See footnotes⁽²⁾⁽⁸⁾
Common Stock	07/22/2024		P		7,645,007	A	$12	8,693,579	I	See footnotes⁽²⁾⁽³⁾
Common Stock	07/22/2024		P		688,326	A	$12	826,832	I	See footnotes⁽²⁾⁽⁸⁾

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			564,372	⁽¹⁾	⁽¹⁾	Common Stock	564,372	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series A Preferred Stock	⁽¹⁾	07/22/2024		C			210,898	⁽¹⁾	⁽¹⁾	Common Stock	210,898	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	07/22/2024		C			68,320	⁽¹⁾	⁽¹⁾	Common Stock	68,320	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	07/22/2024		C			161,019	⁽¹⁾	⁽¹⁾	Common Stock	161,019	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	07/22/2024		C			53,673	⁽¹⁾	⁽¹⁾	Common Stock	53,673	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund, L.P.

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund III, L.P.

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kolchinsky Peter

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Shah Rajeev M.

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(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. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

3. Held directly by the Fund.

4. Held directly by the Nexus Fund.

5. Held directly by the Account.

6. Represents the conversion of outstanding simple agreement for future equity in the amount of $3,296,448.20 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.

7. Represents the conversion of outstanding simple agreement for future equity in the amount of $1,412,763.51 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.

8. Held directly by Nexus Fund III.

Remarks:

Laura Stoppel, a Principal of the Adviser, serves on the Issuer's board of directors

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	07/24/2024
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	07/24/2024
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P.	07/24/2024
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P.	07/24/2024
	/s/ Peter Kolchinsky, individually	07/24/2024
	/s/ Rajeev Shah, individually	07/24/2024
	** Signature of Reporting Person	Date
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RA Capital Nexus Fund III Form 4Artiva Biotherapeutics / Peter Kolchinsky ownership change