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

    10/15/24 4:31:27 PM ET
    $CG
    Investment Managers
    Finance
    Get the next $CG alert in real time by email
    SC 13D/A 1 d726271dsc13da.htm SC 13D/A SC 13D/A

     

     

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 11)*

     

     

    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)

    October 10, 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 15 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

     

     2,468,099

        9   

     Sole Dispositive Power

     

     0

       10   

     Shared Dispositive Power

     

     2,468,099

    11    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,468,099

    12  

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

     

     ☐

    13  

     Percent of Class Represented by Amount in Row (11)

     

     6.2%

    14  

     Type of Reporting Person

     

     CO


    CUSIP No. 834203200    13D    Page 2 of 15 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

     

     2,468,099

        9   

     Sole Dispositive Power

     

     0

       10   

     Shared Dispositive Power

     

     2,468,099

    11    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,468,099

    12  

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

     

     ☐

    13  

     Percent of Class Represented by Amount in Row (11)

     

     6.2%

    14  

     Type of Reporting Person

     

     CO


    CUSIP No. 834203200    13D    Page 3 of 15 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

     

     2,468,099

        9   

     Sole Dispositive Power

     

     0

       10   

     Shared Dispositive Power

     

     2,468,099

    11    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,468,099

    12  

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

     

     ☐

    13  

     Percent of Class Represented by Amount in Row (11)

     

     6.2%

    14  

     Type of Reporting Person

     

     OO (Limited Liability Company)


    CUSIP No. 834203200    13D    Page 4 of 15 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

     

     2,468,099

        9   

     Sole Dispositive Power

     

     0

       10   

     Shared Dispositive Power

     

     2,468,099

    11    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,468,099

    12  

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

     

     ☐

    13  

     Percent of Class Represented by Amount in Row (11)

     

     6.2%

    14  

     Type of Reporting Person

     

     PN


    CUSIP No. 834203200    13D    Page 5 of 15 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

     

     2,468,099

        9   

     Sole Dispositive Power

     

     0

       10   

     Shared Dispositive Power

     

     2,468,099

    11    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,468,099

    12  

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

     

     ☐

    13  

     Percent of Class Represented by Amount in Row (11)

     

     6.2%

    14  

     Type of Reporting Person

     

     OO (Limited Liability Company)


    CUSIP No. 834203200    13D    Page 6 of 15 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

     

     2,468,099

        9   

     Sole Dispositive Power

     

     0

       10   

     Shared Dispositive Power

     

     2,468,099

    11    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,468,099

    12  

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

     

     ☐

    13  

     Percent of Class Represented by Amount in Row (11)

     

     6.2%

    14  

     Type of Reporting Person

     

     OO (Limited Liability Company)


    CUSIP No. 834203200    13D    Page 7 of 15 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

     

     2,468,099

        9   

     Sole Dispositive Power

     

     0

       10   

     Shared Dispositive Power

     

     2,468,099

    11    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,468,099

    12  

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

     

     ☐

    13  

     Percent of Class Represented by Amount in Row (11)

     

     6.2%

    14  

     Type of Reporting Person

     

     OO (Limited Liability Company)


    CUSIP No. 834203200    13D    Page 8 of 15 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

     

     2,468,099

        9   

     Sole Dispositive Power

     

     0

       10   

     Shared Dispositive Power

     

     2,468,099

    11    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,468,099

    12  

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

     

     ☐

    13  

     Percent of Class Represented by Amount in Row (11)

     

     6.2%

    14  

     Type of Reporting Person

     

     OO (Limited Liability Company)


    CUSIP No. 834203200    13D    Page 9 of 15 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

     

     2,468,099

        9   

     Sole Dispositive Power

     

     0

       10   

     Shared Dispositive Power

     

     2,468,099

    11    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,468,099

    12  

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

     

     ☐

    13  

     Percent of Class Represented by Amount in Row (11)

     

     6.2%

    14  

     Type of Reporting Person

     

     PN


    CUSIP No. 834203200    13D    Page 10 of 15 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

     

     2,468,099

        9   

     Sole Dispositive Power

     

     0

       10   

     Shared Dispositive Power

     

     2,468,099

    11    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,468,099

    12  

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

     

     ☐

    13  

     Percent of Class Represented by Amount in Row (11)

     

     6.2%

    14  

     Type of Reporting Person

     

     PN


    CUSIP No. 834203200    13D    Page 11 of 15 pages

     

    Explanatory Note

    This Amendment No. 11 to Schedule 13D (“Amendment No. 11”) 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.


    CUSIP No. 834203200    13D    Page 12 of 15 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 40,108,265 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) 1,213,758 shares of Common Stock underlying the Prefunded Warrants, all of which 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.

         2,468,099        6.2 %      0        2,468,099        0        2,468,099  

    Carlyle Holdings I GP Inc.

         2,468,099        6.2 %      0        2,468,099        0        2,468,099  

    Carlyle Holdings I GP Sub L.L.C.

         2,468,099        6.2 %      0        2,468,099        0        2,468,099  

    Carlyle Holdings I L.P.

         2,468,099        6.2 %      0        2,468,099        0        2,468,099  

    CG Subsidiary Holdings L.L.C.

         2,468,099        6.2 %      0        2,468,099        0        2,468,099  

    TC Group, L.L.C.

         2,468,099        6.2 %      0        2,468,099        0        2,468,099  

    Carlyle Investment Management L.L.C.

         2,468,099        6.2 %      0        2,468,099        0        2,468,099  

    Carlyle Genesis UK LLC

         2,468,099        6.2 %      0        2,468,099        0        2,468,099  

    Abingworth LLP

         2,468,099        6.2 %      0        2,468,099        0        2,468,099  

    Abingworth Bioventures VII LP

         2,468,099        6.2 %      0        2,468,099        0        2,468,099  

    The amount of Common Stock reported as beneficially owned above includes (i) 1,224,928 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) 1,213,758 shares of Common Stock underlying a portion of the Prefunded Warrants, which are currently exercisable.

    The amount of securities disclosed excludes 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.


    CUSIP No. 834203200    13D    Page 13 of 15 pages

     

    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) From October 9, 2024 through October 11, 2024, Abingworth Bioventures VII LP disposed of 782,979 shares of Common Stock in a series of open market transactions pursuant to the 10b5-1 Plan. Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share, are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.

     

    Date

       Shares
    Disposed
    Of
         Price Range      Weighted
    Average
    Price Per
    Share
     

    October 9, 2024

         255,963      $ 50.355 to $52.00      $ 51.0507  

    October 10, 2024

         182,489      $ 49.585 to $51.76      $ 50.6347  

    October 11, 2024

         344,527      $ 50.85 to $54.815      $ 54.0930  

    (d) None.

    (e) Not applicable.


    CUSIP No. 834203200    13D    Page 14 of 15 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: October 15, 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


    CUSIP No. 834203200    13D    Page 15 of 15 pages

     

    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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