0000899243-18-024483.txt : 20180913 0000899243-18-024483.hdr.sgml : 20180913 20180913213750 ACCESSION NUMBER: 0000899243-18-024483 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180307 FILED AS OF DATE: 20180913 DATE AS OF CHANGE: 20180913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TP MANAGEMENT VII LLC CENTRAL INDEX KEY: 0001120443 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36593 FILM NUMBER: 181069965 BUSINESS ADDRESS: STREET 1: 550 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TECHNOLOGY PARTNERS FUND VII LP CENTRAL INDEX KEY: 0001120461 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36593 FILM NUMBER: 181069966 BUSINESS ADDRESS: STREET 1: 550 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TECHNOLOGY PARTNERS AFFILIATES VII LP CENTRAL INDEX KEY: 0001133704 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36593 FILM NUMBER: 181069967 BUSINESS ADDRESS: STREET 1: 550 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6502899000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SOLENO THERAPEUTICS INC CENTRAL INDEX KEY: 0001484565 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770523891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1235 RADIO ROAD STREET 2: SUITE 110 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-213-8444 MAIL ADDRESS: STREET 1: 1235 RADIO ROAD STREET 2: SUITE 110 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: Capnia, Inc. DATE OF NAME CHANGE: 20100219 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-03-07 0 0001484565 SOLENO THERAPEUTICS INC SLNO 0001120443 TP MANAGEMENT VII LLC 100 SHORELINE HWY, SUITE 282, BUILDING B MILL VALLEY CA 94941 0 0 1 0 0001120461 TECHNOLOGY PARTNERS FUND VII LP 100 SHORELINE HWY, SUITE 282, BLDG B MILL VALLEY CA 94941 0 0 1 0 0001133704 TECHNOLOGY PARTNERS AFFILIATES VII LP 100 SHORELINE HWY, SUITE 282, BLDG B MILL VALLEY CA 94941 0 0 1 0 Common Stock 2018-03-07 4 J 0 51940 3.40 A 1432924 I See Footnote Common Stock 2018-05-14 4 J 0 259702 3.40 A 1692626 I See Footnote Common Stock 2018-09-11 4 S 0 11567 2.045 D 1681059 I See Footnote Common Stock 2018-09-12 4 S 0 8082 2.0222 D 1672977 I See Footnote Common Stock 2018-09-13 4 S 0 2435 2.00 D 1670542 I See Footnote Common Stock 2018-03-07 4 J 0 1378 3.40 A 30531 I See Footnote Common Stock 2018-05-14 4 J 0 6890 3.40 A 37421 I See Footnote Common Stock 2018-09-11 4 S 0 313 2.045 D 37108 I See Footnote Common Stock 2018-09-12 4 S 0 219 2.0222 D 36889 I See Footnote Common Stock 2018-09-13 4 S 0 66 2.00 D 36823 I See Footnote The shares are held directly by Technology Partners Fund VII, L.P. ("Technology Partners VII"). The Reporting Person is the sole general partner of Technology Partners VII, and may be deemed to beneficially own such shares. The Reporting Person holds voting and dispositive power with respect to the securities held by Technology Partners VII. James Glasheen, Sheila Mutter, Roger Quy, Ira Ehrenpreis, and Ted Ardell, and certain other individuals are members of the Reporting Person and disclaim beneficial ownership of the securities held by Technology Partners VII except to the extent of any pecuniary interest therein. The shares are held directly by Technology Partners Affiliates VII, L.P. ("Affiliates VII"). The Reporting Person is the sole general partner of Affiliates VII, and may be deemed to beneficially own such shares. The Reporting Person holds voting and dispositive power with respect to the securities held by Affiliates VII. James Glasheen, Sheila Mutter, Roger Quy, Ira Ehrenpreis, and Ted Ardell, and certain other individuals are members of the Reporting Person and disclaim beneficial ownership of the securities held by Affiliates VII except to the extent of any pecuniary interest therein On March 7, 2018, the Reporting Person became entitled to receive the shares pursuant to a "hold-back" provision in the merger agreement dated December 22, 2016, pursuant to which Soleno Therapeutics, Inc. ("Soleno"), acquired all of the outstanding common stock of Essentialis, Inc. ("Essentialis") on March 7, 2017. The merger agreement provided that such shares were to be retained by Soleno and unissued, and to serve as partial security for the indemnification obligations the stockholders of Essentialis, and the shares of Soleno common stock would, for no additional consideration, be issued to the stockholders of Essentialis, subject to any reduction of such shares as a result of satisfying such indemnification obligations. As a result, on the holdback release date of March 7, 2018, the former stockholders of Essentialis, including the Reporting Person, acquired additional shares of Soleno common stock pursuant to the merger agreement. (Continued from Footnote 3) The number of shares issuable pursuant to the "hold-back" provision was determined on March 7, 2018, pursuant to a formula set forth in the merger agreement which provided that the number of shares issuable would be four percent (4%) of the total shares issuable in the merger by Soleno. The Reporting Person's right to receive additional shares became fixed and irrevocable on March 7, 2017, the effective date of the merger. On May 14, 2018, the Reporting Person became entitled to receive the shares pursuant to a "milestone earn-out" provision in the merger agreement dated December 22, 2016, pursuant to which Soleno acquired all of the outstanding common stock of Essentialis, Inc. on March 7, 2017. The merger agreement provided that such shares would be issued by Soleno upon the achievement of certain milestone conditions. As a result, on May 14, 2018, the former stockholders of Essentialis, including the Reporting Person, acquired additional shares of Soleno common stock pursuant to the merger agreement. The number of shares issuable pursuant to the "milestone earn-out" provision was determined on May 14, 2018, pursuant to a formula set forth in the merger agreement which provided that the number of shares issuable would be twenty percent (20%) of the total shares issuable in the merger by Soleno. (Continued from Footnote 5) The Reporting Person's right to receive additional shares became fixed and irrevocable on March 7, 2017, the effective date of the merger. Share amounts and price are on a post-split basis and reflect the 5:1 reverse stock split effective on October 6, 2017. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.00 to $2.08, inclusive. The reporting person undertakes to provide to Soleno, any security holder of Soleno, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (8) on this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.00 to $2.04, inclusive. The reporting person undertakes to provide to Soleno, any security holder of Soleno, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (9) on this Form 4. /s/James Glasheen, as a Managing Member of TP Management VII, LLC 2017-09-13 /s/James Glasheen, as a Managing Member of TP Management VII, LLC, the sole general partner of Technology Partners Fund VII, L.P. 2017-09-13 /s/James Glasheen, as a Managing Member of TP Management VII, LLC, the sole general partner of Technology Partners Affiliates VII, L.P 2017-09-13