SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
FEINBERG LARRY N

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2017
3. Issuer Name and Ticker or Trading Symbol
SOLENO THERAPEUTICS INC [ SLNO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share 1,628,223 I See footnotes(1)(4)
Common Stock, par value $0.001 per share 217,096 I See footnotes(2)(4)
Common Stock, par value $0.001 per share 542,741 I See footnotes(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to acquire Common Stock (5) (6) Common Stock 1,672,000 2 I See Footnotes(4)(7)
1. Name and Address of Reporting Person*
FEINBERG LARRY N

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ORACLE PARTNERS LP

(Last) (First) (Middle)
C/O ORACLE INVESTMENT MANAGEMENT, INC.
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oracle Associates LLC

(Last) (First) (Middle)
C/O ORACLE INVESTMENT MANAGEMENT, INC.
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ORACLE INVESTMENT MANAGEMENT INC

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. These securities are owned by Oracle Partners, L.P. ("Partners").
2. These securities are owned by Oracle Institutional Partners, L.P. ("Institutional Partners").
3. These securities are owned by Oracle Ten Fund Master, L.P. ("Ten Fund").
4. Larry N. Feinberg serves as the managing member of Oracle Associates, LLC, the general partner of Partners, Institutional Partners and Ten Fund, and accordingly, may be deemed to be the indirect beneficial owner of the shares beneficially owned by Partners, Institutional Partners and Ten Fund. Mr. Feinberg is the sole shareholder, director and president of Oracle Investment Management, Inc., which serves as investment manager to Partners, Institutional Partners and Ten Fund, and accordingly, may be deemed to be the beneficial owner of the shares beneficially owned by Partners, Institutional Partners and Ten Fund. Mr. Feinberg disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.
5. This figure represents warrants for 1,672,000 shares of Common Stock which are currently exercisable. The reporting person also owns warrants for 95,164 shares of Common Stock that are not currently exercisable due to restrictions on exercise that prevent the holder from exercising them to the extent it and its affiliates would beneficially own more than 19.99% of the Common Stock (the "19.99% Limitation").
6. The warrants expire on the earlier to occur of (i) December 15, 2020 and (ii) 30 days following the announcement of positive Phase III results for Diazoxide Choline Controlled-Release tablet in Prader-Willi syndrome.
7. Partners owns warrants for 1,204,885 shares of Common Stock, Institutional Partners owns warrants for 160,651 shares of Common Stock and Ten Fund owns warrants for 401,628 shares of Common Stock. Warrants for 95,164 shares of Common Stock are not currently exercisable due to the 19.99% Limitation.
Remarks:
Exhibit List: Exhibit 99.1 - Joint Filer Information and Signatures
/s/ Larry N. Feinberg 12/26/2017
** 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 5 (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.
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Joint Filer Information and Signatures

Dated:  December 26, 2017
 
ORACLE PARTNERS, LP
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By: /s/ Larry N. Feinberg                               
    Name:  Larry N. Feinberg
    Title:    Managing Member
 
 
 
Dated:  December 26, 2017
 
ORACLE ASSOCIATES, LLC
 
 
By: /s/ Larry N. Feinberg                               
    Name:  Larry N. Feinberg
    Title:    Managing Member
 
 
 
Dated:  December 26, 2017
ORACLE INVESTMENT MANAGEMENT, INC.
 
 
By: /s/ Larry N. Feinberg                               
    Name:  Larry N. Feinberg
    Title:    President and Director