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    Amendment: SEC Form SC 13D/A filed by The Carlyle Group Inc.

    9/10/24 6:30:26 PM ET
    $CG
    Investment Managers
    Finance
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    SC 13D/A 1 formsc13da.htm

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13D

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 9)*

     

    Soleno Therapeutics, Inc.

    (Name of Issuer)

     

    Common Stock, par value $0.001 per share

    (Title of Class of Securities)

     

    834203200

    (CUSIP Number)

     

    Jeffrey Ferguson

    The Carlyle Group

    1001 Pennsylvania Avenue, NW

    Suite 220 South

    Washington, D.C. 20004

    (202) 729-5626

    (Name, Address and Telephone Number of Person

    Authorized to Receive Notices and Communications)

     

    September 6, 2024

    (Date of Event Which Requires Filing of This Statement)

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

     

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

     

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     
     

     

    CUSIP No. 834203200 13D Page 1 of 14 pages

     

    1

    Names of Reporting Persons

     

    The Carlyle Group Inc.

     
    2

    Check the Appropriate Box if a Member of a Group

     

    (a) ☐

    (b) ☐

    3

    SEC Use Only

     

     

     
    4

    Source of Funds (See Instructions)

     

    OO

     
    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

     

     
    6

    Citizenship or Place of Organization

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

    7

    Sole Voting Power

     

    0

    8

    Shared Voting Power

     

    3,996,365

    9

    Sole Dispositive Power

     

    0

    10

    Shared Dispositive Power

     

    3,996,365

    11

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    3,996,365

    12

    Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

     

    13

    Percent of Class Represented by Amount in Row (11)

     

    9.99%

    14

    Type of Reporting Person

     

    CO

     

     
     

     

    CUSIP No. 834203200 13D Page 2 of 14 pages

     

    1

    Names of Reporting Persons

     

    Carlyle Holdings I GP Inc.

     
    2

    Check the Appropriate Box if a Member of a Group

     

    (a) ☐

    (b) ☐

    3

    SEC Use Only

     

     

     
    4

    Source of Funds (See Instructions)

     

    OO

     
    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

     

     
    6

    Citizenship or Place of Organization

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

    7

    Sole Voting Power

     

    0

    8

    Shared Voting Power

     

    3,996,365

    9

    Sole Dispositive Power

     

    0

    10

    Shared Dispositive Power

     

    3,996,365

    11

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    3,996,365

    12

    Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

     

    13

    Percent of Class Represented by Amount in Row (11)

     

    9.99%

    14

    Type of Reporting Person

     

    CO

     

     
     

     

    CUSIP No. 834203200 13D Page 3 of 14 pages

     

    1

    Names of Reporting Persons

     

    Carlyle Holdings I GP Sub L.L.C.

     
    2

    Check the Appropriate Box if a Member of a Group

     

    (a) ☐

    (b) ☐

    3

    SEC Use Only

     

     

     
    4

    Source of Funds (See Instructions)

     

    OO

     
    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

     

     
    6

    Citizenship or Place of Organization

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

    7

    Sole Voting Power

     

    0

    8

    Shared Voting Power

     

    3,996,365

    9

    Sole Dispositive Power

     

    0

    10

    Shared Dispositive Power

     

    3,996,365

    11

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    3,996,365

    12

    Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

     

    13

    Percent of Class Represented by Amount in Row (11)

     

    9.99%

    14

    Type of Reporting Person

     

    OO (Limited Liability Company)

     

     
     

     

    CUSIP No. 834203200 13D Page 4 of 14 pages

     

    1

    Names of Reporting Persons

     

    Carlyle Holdings I L.P.

     
    2

    Check the Appropriate Box if a Member of a Group

     

    (a) ☐

    (b) ☐

    3

    SEC Use Only

     

     

     
    4

    Source of Funds (See Instructions)

     

    OO

     
    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

     

     
    6

    Citizenship or Place of Organization

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

    7

    Sole Voting Power

     

    0

    8

    Shared Voting Power

     

    3,996,365

    9

    Sole Dispositive Power

     

    0

    10

    Shared Dispositive Power

     

    3,996,365

    11

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    3,996,365

    12

    Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

     

    13

    Percent of Class Represented by Amount in Row (11)

     

    9.99%

    14

    Type of Reporting Person

     

    PN

     

     
     

     

    CUSIP No. 834203200 13D Page 5 of 14 pages

     

    1

    Names of Reporting Persons

     

    CG Subsidiary Holdings L.L.C.

     
    2

    Check the Appropriate Box if a Member of a Group

     

    (a) ☐

    (b) ☐

    3

    SEC Use Only

     

     

     
    4

    Source of Funds (See Instructions)

     

    OO

     
    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

     

     
    6

    Citizenship or Place of Organization

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

    7

    Sole Voting Power

     

    0

    8

    Shared Voting Power

     

    3,996,365

    9

    Sole Dispositive Power

     

    0

    10

    Shared Dispositive Power

     

    3,996,365

    11

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    3,996,365

    12

    Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

     

    13

    Percent of Class Represented by Amount in Row (11)

     

    9.99%

    14

    Type of Reporting Person

     

    OO (Limited Liability Company)

     

     
     

     

    CUSIP No. 834203200 13D Page 6 of 14 pages

     

    1

    Names of Reporting Persons

     

    TC Group, L.L.C.

     
    2

    Check the Appropriate Box if a Member of a Group

     

    (a) ☐

    (b) ☐

    3

    SEC Use Only

     

     

     
    4

    Source of Funds (See Instructions)

     

    OO

     
    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

     

     
    6

    Citizenship or Place of Organization

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

    7

    Sole Voting Power

     

    0

    8

    Shared Voting Power

     

    3,996,365

    9

    Sole Dispositive Power

     

    0

    10

    Shared Dispositive Power

     

    3,996,365

    11

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    3,996,365

    12

    Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

     

    13

    Percent of Class Represented by Amount in Row (11)

     

    9.99%

    14

    Type of Reporting Person

     

    OO (Limited Liability Company)

     

     
     

     

    CUSIP No. 834203200 13D Page 7 of 14 pages

     

    1

    Names of Reporting Persons

     

    Carlyle Investment Management L.L.C.

     
    2

    Check the Appropriate Box if a Member of a Group

     

    (a) ☐

    (b) ☐

    3

    SEC Use Only

     

     

     
    4

    Source of Funds (See Instructions)

     

    OO

     
    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

     

     
    6

    Citizenship or Place of Organization

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

    7

    Sole Voting Power

     

    0

    8

    Shared Voting Power

     

    3,996,365

    9

    Sole Dispositive Power

     

    0

    10

    Shared Dispositive Power

     

    3,996,365

    11

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    3,996,365

    12

    Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

     

    13

    Percent of Class Represented by Amount in Row (11)

     

    9.99%

    14

    Type of Reporting Person

     

    OO (Limited Liability Company)

     

     
     

     

    CUSIP No. 834203200 13D Page 8 of 14 pages

     

    1

    Names of Reporting Persons

     

    Carlyle Genesis UK LLC

     
    2

    Check the Appropriate Box if a Member of a Group

     

    (a) ☐

    (b) ☐

    3

    SEC Use Only

     

     

     
    4

    Source of Funds (See Instructions)

     

    OO

     
    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

     

     
    6

    Citizenship or Place of Organization

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

    7

    Sole Voting Power

     

    0

    8

    Shared Voting Power

     

    3,996,365

    9

    Sole Dispositive Power

     

    0

    10

    Shared Dispositive Power

     

    3,996,365

    11

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    3,996,365

    12

    Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

     

    13

    Percent of Class Represented by Amount in Row (11)

     

    9.99%

    14

    Type of Reporting Person

     

    OO (Limited Liability Company)

     

     
     

     

    CUSIP No. 834203200 13D Page 9 of 14 pages

     

    1

    Names of Reporting Persons

     

    Abingworth LLP

     
    2

    Check the Appropriate Box if a Member of a Group

     

    (a) ☐

    (b) ☐

    3

    SEC Use Only

     

     

     
    4

    Source of Funds (See Instructions)

     

    OO

     
    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

     

     
    6

    Citizenship or Place of Organization

     

    England and Wales

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

    7

    Sole Voting Power

     

    0

    8

    Shared Voting Power

     

    3,996,365

    9

    Sole Dispositive Power

     

    0

    10

    Shared Dispositive Power

     

    3,996,365

    11

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    3,996,365

    12

    Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

     

    13

    Percent of Class Represented by Amount in Row (11)

     

    9.99%

    14

    Type of Reporting Person

     

    PN

     

     
     

     

    CUSIP No. 834203200 13D Page 10 of 14 pages

     

    1

    Names of Reporting Persons

     

    Abingworth Bioventures VII LP

     
    2

    Check the Appropriate Box if a Member of a Group

     

    (a) ☐

    (b) ☐

    3

    SEC Use Only

     

     

     
    4

    Source of Funds (See Instructions)

     

    OO

     
    5

    Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

     

     
    6

    Citizenship or Place of Organization

     

    England and Wales

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

    7

    Sole Voting Power

     

    0

    8

    Shared Voting Power

     

    3,996,365

    9

    Sole Dispositive Power

     

    0

    10

    Shared Dispositive Power

     

    3,996,365

    11

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    3,996,365

    12

    Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

     

    13

    Percent of Class Represented by Amount in Row (11)

     

    9.99%

    14

    Type of Reporting Person

     

    PN

     

     
     

     

    CUSIP No. 834203200 13D Page 11 of 14 pages

     

    Explanatory Note

     

    This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on December 27, 2018 (as amended to date, the “Schedule 13D”), relating to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Soleno Therapeutics, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.

     

    Item 4. Purpose of Transaction.

     

    Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

     

    The 10b5-1 Plan

     

    On September 6, 2024, Abingworth Bioventures VII LP entered into a 10b5-1 plan (the “10b-5 Plan”), pursuant to which Abingworth Bioventures VII LP may make periodic sales of up to 4,586,228 shares of Common Stock, which includes 1,728,424 shares of Common Stock underlying warrants. The plan also provides for the sale of the unexercised warrants. The amount and timing of sales pursuant to the 10b5-1 Plan, if any, will be determined based on the terms of the 10b5-1 Plan, market conditions and other factors.

     

    The foregoing description of the 10b5-1 Plan is qualified in its entirety by reference to the full text of the 10b5-1 Plan, which is filed as an exhibit to this Schedule 13D and incorporated by reference herein.

     

     
     

     

    CUSIP No. 834203200 13D Page 12 of 14 pages

     

    Item 5. Interest in Securities of the Issuer.

     

    Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

     

    (a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 40,003,655 shares of Common Stock, which includes (i) 38,871,594 shares of Common Stock outstanding as of August 2, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on August 7, 2024, (ii) 22,913 shares of Common Stock underlying stock options exercisable within 60 days as of the date hereof, and (iii) 1,109,148 shares of Common Stock underlying the portion of the Prefunded Warrants that are currently exercisable.

     

    Reporting Person 

    Amount

    beneficially

    owned

      

    Percent

    of class

       Sole
    power to
    vote or to
    direct
    the vote
       Shared
    power to
    vote or to
    direct
    the vote
       Sole power
    to dispose
    or to
    direct the
    disposition
       Shared
    power to
    dispose or
    to direct the
    disposition
     
    The Carlyle Group Inc.   3,996,365    9.99%   0    3,996,365    0    3,996,365 
    Carlyle Holdings I GP Inc.   3,996,365    9.99%   0    3,996,365    0    3,996,365 
    Carlyle Holdings I GP Sub L.L.C.   3,996,365    9.99%   0    3,996,365    0    3,996,365 
    Carlyle Holdings I L.P.   3,996,365    9.99%   0    3,996,365    0    3,996,365 
    CG Subsidiary Holdings L.L.C.   3,996,365    9.99%   0    3,996,365    0    3,996,365 
    TC Group, L.L.C.   3,996,365    9.99%   0    3,996,365    0    3,996,365 
    Carlyle Investment Management L.L.C.   3,996,365    9.99%   0    3,996,365    0    3,996,365 
    Carlyle Genesis UK LLC   3,996,365    9.99%   0    3,996,365    0    3,996,365 
    Abingworth LLP   3,996,365    9.99%   0    3,996,365    0    3,996,365 
    Abingworth Bioventures VII LP   3,996,365    9.99%   0    3,996,365    0    3,996,365 

     

    Includes (i) 2,857,804 shares of Common Stock held of record by Abingworth Bioventures VII LP, (ii) 6,500 shares of Common Stock held of record by Andrew Sinclair for the benefit of Abingworth Bioventures VII LP (iii) 22,913 shares of Common Stock underlying stock options exercisable within 60 days as of the date hereof, and (iv) 1,109,148 shares of Common Stock underlying a portion of the Prefunded Warrants, which are currently exercisable.

     

     
     

     

    CUSIP No. 834203200 13D Page 13 of 14 pages

     

    The amount of securities disclosed excludes (i) 514,666 shares of Common Stock underlying the March 2022 Warrants, which contain a provision prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 4.99% of the total number of shares of Common Stock then issued and outstanding, and (ii) 104,610 shares of Common Stock underlying a portion of the Prefunded Warrants, which are not currently exercisable due to a provision prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the total number of shares of Common Stock then issued and outstanding.

     

    The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. Abingworth Bioventures VII LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth Bioventures VII LP. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Abingworth Bioventures VII LP, but each disclaims beneficial ownership of such securities.

     

    (c) During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock.
       
    (d) None.
       
    (e) Not applicable.

     

    Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     

    Item 6 of the Schedule 13D is hereby amended and supplemented with the following:

     

    Item 4 above summarizes certain provisions of the 10b5-1 Plan and is incorporated herein by reference. A copy of the 10b5-1 Plan is filed as an exhibit to this Schedule 13D, and is incorporated herein by reference.

     

    Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

     

    Item 7. Materials to be Filed as Exhibits

     

    Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

     

     

    Exhibit Number

     

    Description

      5   10b5-1 Plan dated September 6, 2024.

     

     
     

     

    CUSIP No. 834203200 13D Page 14 of 14 pages

     

    SIGNATURES

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Date: September 10, 2024

     

      The Carlyle Group Inc.
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title: Chief Financial Officer
         
      Carlyle Holdings I GP Inc.
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title: Managing Director and Chief Financial Officer
         
      Carlyle Holdings I GP Sub L.L.C.
         
      By: Carlyle Holdings I GP Inc., its sole member
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title: Managing Director and Chief Financial Officer
         
      Carlyle Holdings I L.P.
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title: Managing Director
         
      CG Subsidiary Holdings L.L.C.
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title: Managing Director
         
      TC Group, L.L.C.
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title: Managing Director
         
      Carlyle Investment Management L.L.C.
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title: Chief Financial Officer
         
      Carlyle Genesis UK LLC
         
      By: Carlyle Investment Management L.L.C., its sole member
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title: Chief Financial Officer
         
      Abingworth LLP
         
      By: /s/ John Heard
      Name: John Heard
      Title: Authorized Signatory
         
      Abingworth Bioventures VII LP
         
      By: /s/ John Heard
      Name: John Heard
      Title: Authorized Signatory

     

     

     

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