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    Large owner Venbio Global Strategic Fund Iii, L.P. bought $4,999,992 worth of shares (416,666 units at $12.00), converted options into 1,058,284 shares and acquired 461,687 shares (SEC Form 4)

    7/22/24 8:26:49 PM ET
    $ARTV
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
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    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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
    X
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    venBio Global Strategic Fund III, L.P.

    (Last) (First) (Middle)
    1700 OWENS STREET
    SUITE 595

    (Street)
    SAN FRANCISCO CA 94158

    (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)
    Code V Amount (A) or (D) Price
    Common Stock 07/22/2024 C 843,592 A (1) 843,592 D(2)
    Common Stock 07/22/2024 C 214,692 A (1) 1,058,284 D(2)
    Common Stock 07/22/2024 J(3) 461,687 A (3) 1,519,971 D(2)
    Common Stock 07/22/2024 P 416,666 A $12 1,936,637 D(2)
    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)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Series A Convertible Preferred Stock (1) 07/22/2024 C 843,592 (1) (1) Common Stock 843,592 (1) 0 D(2)
    Series B Convertible Preferred Stock (1) 07/22/2024 C 214,692 (1) (1) Common Stock 214,692 (1) 0 D(2)
    1. Name and Address of Reporting Person*
    venBio Global Strategic Fund III, L.P.

    (Last) (First) (Middle)
    1700 OWENS STREET
    SUITE 595

    (Street)
    SAN FRANCISCO CA 94158

    (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*
    VENBIO GLOBAL STRATEGIC GP III, L.P.

    (Last) (First) (Middle)
    1700 OWENS STREET
    SUITE 595

    (Street)
    SAN FRANCISCO CA 94158

    (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*
    VENBIO GLOBAL STRATEGIC GP III, LTD

    (Last) (First) (Middle)
    1700 OWENS STREET
    SUITE 595

    (Street)
    SAN FRANCISCO CA 94158

    (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*
    Adelman Robert J

    (Last) (First) (Middle)
    1700 OWENS STREET
    SUITE 595

    (Street)
    SAN FRANCISCO CA 94158

    (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*
    GOODMAN COREY S

    (Last) (First) (Middle)
    1700 OWENS STREET
    SUITE 595

    (Street)
    SAN FRANCISCO CA 94158

    (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. These securities are held directly by venBio Global Strategic Fund III, L.P., a Cayman Islands partnership ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Robert Adelman and Corey Goodman, each a citizen of the United States (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the securities held directly by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the securities held directly by venBio III except to the extent of their pecuniary interest therein.
    3. Represents the conversion of outstanding simple agreement for future equity in the amount of approximately $4,709,212 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the $12 IPO price, or $10.20.
    Remarks:
    Dr. Aaron Royston is a director of venBio Ltd. However, Dr. Royston disclaims beneficial ownership over the securities held by venBio III.
    venBio Global Strategic Fund III, L.P., by: venBio Global Strategic GP III, L.P., its general partner, by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ Antoinette Delhonte, as attorney-in-fact 07/22/2024
    venBio Global Strategic GP III, L.P., by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ Antoinette Delhonte, as attorney-in-fact 07/22/2024
    venBio Global Strategic GP III, Ltd., by: /s/ Antoinette Delhonte, as attorney-in-fact 07/22/2024
    Robert Adelman, by: /s/ Antoinette Delhonte, as attorney-in-fact 07/22/2024
    Corey Goodman, by: /s/ Antoinette Delhonte, as attorney-in-fact 07/22/2024
    ** 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).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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