SEC FORM 4

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^*

ESHELMAN FREDRIC N

(Last)

(First)

(Middle)

C/O ARAVIVE, INC., RIVER OAKS TOWER,

3730 KIRBY DRIVE, SUITE 1200

(Street)

HOUSTON

77098

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aravive, Inc. [ ARAV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2022

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	10/24/2022		A		16,306,120	A	$0.9199⁽¹⁾	25,517,889	I	See footnote⁽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)
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 Warrants (right to buy)	$0.7949	10/24/2022		A		8,153,060⁽¹⁾		⁽³⁾⁽⁴⁾	⁽³⁾	Common stock	8,153,060	⁽¹⁾	8,153,060	I	See footnote⁽²⁾
Series B Warrants (right to buy)	$0.7949	10/24/2022		A		8,153,060⁽¹⁾		⁽⁵⁾	⁽⁵⁾	Common stock	8,153,060	⁽¹⁾	8,153,060	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

ESHELMAN FREDRIC N

(Last)

(First)

(Middle)

C/O ARAVIVE, INC., RIVER OAKS TOWER,

3730 KIRBY DRIVE, SUITE 1200

(Street)

HOUSTON

77098

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Eshelman Ventures, LLC

(Last)

(First)

(Middle)

C/O ARAVIVE, INC., RIVER OAKS TOWER,

3730 KIRBY DRIVE, SUITE 1200

(Street)

HOUSTON

77098

(City)

(State)

(Zip)

Explanation of Responses:

1. On October 24, 2022, Aravive, Inc. (the "Company") agreed to issue approximately $41.5 million of securities including shares of its common stock and warrants (the "Warrants") to purchase shares of common stock in a private placement transaction (the "Private Placement") to certain investors, including Eshelman Ventures, LLC. The combined purchase price of each share of common stock and accompanying Warrants is $0.9199.

2. The shares of common stock and Warrants reported herein are owned directly by Eshelman Ventures, LLC, an entity wholly owned by the reporting person, Dr. Fredric N. Eshelman. Dr. Eshelman is the Executive Chairman of the Company's Board of Directors and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. The Series A Warrants are exercisable at any time after the Authorized Share Increase (as defined below) and will expire on the date that is the later of (i) fifteen (15) months after the date of the Authorized Share Increase, or (ii) one (1) month after public announcement by or on behalf of the Company of the publication of top line data from the Company's Phase 3 trial of batiraxcept in platinum-resistant ovarian cancer.

4. In connection with the Private Placement, the Company has agreed to convene a special meeting of its stockholders or to seek written consent of the stockholders no later than 120 days following the closing of the Private Placement to seek approval of an increase in the number of the Company's authorized shares of common stock pursuant to an amendment to the Company's Certificate of Incorporation (such increase, the "Authorized Share Increase") to allow for full sufficient authorized and unissued shares of common stock for the full exercise of all of the Warrants and the shares of common stock issuable upon exercise thereof.

5. The Series B Warrants are exercisable at any time after the Authorized Share Increase and will expire thirty (30) months after the Authorized Share Increase.

	/s/ ESHELMAN VENTURES, LLC, By: Fredric N. Eshelman, Name: Fredric N. Eshelman, Title: Managing Member	10/26/2022
	/s/ Fredric N. Eshelman	10/26/2022
	** Signature of Reporting Person	Date
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SEC Form 4: Eshelman Fredric N was granted 16,306,120 shares