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^*

GC Corp.

(Last)

(First)

(Middle)

107 IHYEON-RO,30BEON-GIL

GILHEUNG-GU, YONGIN-SI

(Street)

GYEONGGI-DO

16924

(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		667,185	A	⁽¹⁾	1,016,022	D⁽²⁾
Common Stock	07/22/2024		C		330,095	A	⁽¹⁾	1,346,117	D⁽²⁾
Common Stock	07/22/2024		J⁽³⁾		294,117	A	$10.2	1,640,234	D⁽²⁾
Common Stock	07/22/2024		P⁽⁴⁾		1,666,666	A	$12	3,306,900	D⁽²⁾
Common Stock	07/22/2024		C		292,791	A	⁽¹⁾	525,349	I	By GC Cell Corporation⁽⁵⁾
Common Stock	07/22/2024		C		62,181	A	⁽¹⁾	587,530	I	By GC Cell Corporation⁽⁵⁾
Common Stock	07/22/2024		J⁽⁶⁾		256,316	A	$10.2	843,846	I	By GC Cell Corporation⁽⁵⁾
Common Stock	07/22/2024		P⁽⁴⁾		416,666	A	$12	1,260,512	I	By GC Cell Corporation

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			667,185	⁽¹⁾	⁽¹⁾	Common Stock	667,185	⁽¹⁾	0	D⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/22/2024		C			330,095	⁽¹⁾	⁽¹⁾	Common Stock	330,095	⁽¹⁾	0	D⁽²⁾
Series A Preferred Stock	⁽¹⁾	07/22/2024		C			292,791	⁽¹⁾	⁽¹⁾	Common Stock	292,791	⁽¹⁾	0	I	By GC Cell Corporation⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	07/22/2024		C			62,181	⁽¹⁾	⁽¹⁾	Common Stock	62,181	⁽¹⁾	0	I	By GC Cell Corporation⁽⁵⁾

1. Name and Address of Reporting Person^*

GC Corp.

(Last)

(First)

(Middle)

107 IHYEON-RO,30BEON-GIL

GILHEUNG-GU, YONGIN-SI

(Street)

GYEONGGI-DO

16924

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GC Cell Corp

(Last)

(First)

(Middle)

107 IHYEON-RO, 30BEON-GI

GIHEUNG-GU, YONGIN-SI

(Street)

GYEONGGI-DO

16924

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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. GC Corp., a public Korean holdings company, is ultimately controlled by its board of directors, consisting of Mr. Yong-Jun Huh, Huh II-Sup, Park Yong-Tae and Kim Seok-Hwa. Each of these individual directors of GC Corp. may be deemed to share voting and investment power over the shares held by GC Corp. and each disclaims beneficial ownership of all shares held by CG Corp., except to the extent of any pecuniary interest therein.

3. Represents the conversion of outstanding simple agreement for future equity in the amount of $3,000,000.00 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.

4. The shares were purchased in the Issuer's initial public offering.

5. The shares are held directly by GC Cell Corporation. GC Corp., a public Korean holdings company, is the parent company of GC Cell Corporation and is ultimately controlled by its board of directors, consisting of Mr. Yong-Jun Huh, Huh II-Sup, Park Yong-Tae and Kim Seok-Hwa. Each of these individual directors of GC Corp. may be deemed to share voting and investment power over the shares held by GC Corp. and GC Cell Corporation and each disclaims beneficial ownership of all shares held by such entities, except to the extent of any pecuniary interest therein.

6. Represents the conversion of outstanding simple agreement for future equity in the amount of $2,614,424.28 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.

	GC Corp. By: /s/ Yong-Jun Huh, Chief Executive Officer	07/22/2024
	GC Cell Corporation By: /s/ James Park, Chief Executive Officer	07/22/2024
	** Signature of Reporting Person	Date
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