| 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). | |||||||||||||||||
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REVIVA PHARMACEUTICALS HOLDINGS, INC. [ RVPH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Pre-Funded Warrant | $0.0001 | 11/20/2023 | J(1) | 585,366 | (2) | (2) | Common Stock | 585,366 | (1) | 585,366 | I | See Footnote(3) | |||
| Common Stock Warrant (right to buy) | $5 | 11/20/2023 | J(1) | 585,366 | (4) | 11/20/2028 | Common Stock | 585,366 | (1) | 585,366 | I | See Footnote(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities are included within 585,366 units purchased by Vedanta R2 Partners, LP ("Vedanta R2"), an investment vehicle managed by the Reporting Persons, for $5.1249 per unit (each, a "Unit"), with such purchase approved by the board of directors of Reviva Pharmaceuticals Holdings, Inc. (the "Issuer") as exempt from Section 16(b), to the extent applicable, as an acquisition from the Issuer pursuant to Rule 16b-3(d). Each Unit consists of one pre-funded warrant to purchase one share of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock"), and one common stock warrant to purchase one share of Common Stock. |
| 2. The pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Issuer. |
| 3. Held directly by Vedanta R2. Vedanta Associates, L.P. ("Vedanta Associates") is the general partner of Vedanta R2. Vedanta Partners, LLC ("Vedanta Partners") is the general partner of Vedanta Associates, and Parag Saxena is the majority member of Vedanta Partners and exercises voting and dispositive power over the securities held by Vedanta Partners. Each of Vedanta Associates, Vedanta Partners and Mr. Saxena disclaim beneficial ownership of the securities reported on this Form 4, except to the extent of any pecuniary interest therein. |
| 4. The common stock warrants expire on November 20, 2028, and are exercisable immediately, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Issuer. |
| /s/ Parag Saxena, on behalf of Vedanta Partners, LLC, by Parag Saxena, its CEO | 11/22/2023 | |
| /s/ Parag Saxena on behalf of Vedanta Associates, LP, by Vedanta Partners, LLC, its general partner, by Parag Saxena, its CEO | 11/22/2023 | |
| /s/ Parag Saxena | 11/22/2023 | |
| ** 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. | ||