SEC FORM 4

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^*

Houston John G

(Last)

(First)

(Middle)

C/O ARVINAS, INC.

5 SCIENCE PARK, 395 WINCHESTER AVE.

(Street)

NEW HAVEN

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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

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)
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								817,623⁽¹⁾	D
Common Stock	06/30/2020		A⁽²⁾		315	A	$28.5	817,938⁽³⁾	D
Common Stock	12/31/2020		A⁽²⁾		310	A	$29.02	818,248⁽⁴⁾	D
Common Stock	03/02/2021		M		17,510	A	⁽⁵⁾	835,758⁽⁴⁾	D
Common Stock	03/02/2021		S		8,115⁽⁶⁾	D	$77.4495⁽⁷⁾	827,643⁽⁴⁾	D

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)
Stock Option (right to buy)	$78.3	02/26/2021		A		219,500		⁽⁸⁾	02/25/2031	Common Stock	219,500	$0.00	0	D
Restricted Stock Units	⁽⁵⁾	03/02/2021		M			17,510	⁽⁹⁾	⁽⁹⁾	Common Stock	17,510	$0.00	35,021	D

Explanation of Responses:

1. On March 23, 2020, the reporting person filed a Form 4 that incorrectly disclosed the sale of shares of common stock to cover withholding taxes following the vesting of previously granted Restricted Stock Units. The correct number of shares sold was 5,542, not 5,405, reducing the number of securities beneficially owned by the reporting person by 137 shares.

2. The shares were acquired under the 2018 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

3. Includes 315 shares acquired under the 2018 Employee Stock Purchase Plan.

4. Includes an aggregate of 625 shares acquired under the 2018 Employee Stock Purchase Plan.

5. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.

6. This sale was made to cover withholding taxes following the vesting of previously granted Restricted Stock Units.

7. The broker sold shares of the Issuer's common stock for certain employees following the vesting of previously granted Restricted Stock Units, including the common stock reported on this Form 4 by the reporting person, at an average price of $77.4495.

8. This option award was granted on February 26, 2021. 1/4 of the shares underlying the award shall vest on February 26, 2022, with the remainder of the shares vesting in equal monthly installments following February 26, 2022 through February 26, 2025.

9. On March 1, 2019, the reporting person was granted 70,042 Restricted Stock Units, vesting in four equal annual installments beginning March 1, 2020.

Remarks:

	/s/ Matthew Batters, as attorney-in-fact for John G. Houston	03/02/2021
	** 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).
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