SEC Filing – Soleno Therapeutics Inc.

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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

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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^*

SCHULER JACK W

(Last)

(First)

(Middle)

100 N. FIELD DRIVE, SUITE 360

(Street)

LAKE FOREST

60045

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOLENO THERAPEUTICS INC [ SLNO ]

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)
08/02/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	08/02/2022		S		353	D	$2.5524	646,836⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/03/2022		S		2,520	D	$2.5353⁽³⁾	644,316⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/04/2022		S		5,103	D	$2.4596⁽⁴⁾	639,213⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/05/2022		S		6,696	D	$2.523⁽⁵⁾	632,517⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/08/2022		S		6,824	D	$2.6398⁽⁶⁾	625,693⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/10/2022		S		8,006	D	$2.646⁽⁷⁾	617,687⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/11/2022		S		2,675	D	$2.7154⁽⁸⁾	615,012⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/12/2022		S		16,667	D	$2.6542⁽⁹⁾	598,345⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/15/2022		S		53,333	D	$2.9321⁽¹⁰⁾	545,012⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/16/2022		S		7,718	D	$2.8822⁽¹¹⁾	537,294⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/17/2022		S		5,212	D	$2.8981⁽¹²⁾	532,082⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/18/2022		S		10,833	D	$2.8037⁽¹³⁾	521,249⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/19/2022		S		7,876	D	$2.7289⁽¹⁴⁾	513,373⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/22/2022		S		4,571	D	$2.6757⁽¹⁵⁾	508,802⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/23/2022		S		173	D	$2.6241⁽¹⁶⁾	508,629⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/24/2022		S		10,888	D	$2.501⁽¹⁷⁾	497,741⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/25/2022		S		8,394	D	$2.4237⁽¹⁸⁾	489,347⁽¹⁾	I	See footnote⁽²⁾
Common Stock	08/26/2022		S		22,681	D	$2.4106⁽¹⁹⁾	466,666⁽¹⁾	I	See footnote⁽²⁾
Common Stock								527,453⁽¹⁾	I	See footnote⁽²⁰⁾

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)
Warrant (right to buy)	$30⁽²¹⁾							12/21/2018	12/21/2023	Common Stock	10,103⁽²¹⁾		10,103⁽²¹⁾	I	See footnote⁽²⁾
Warrant (right to buy)	$4.5⁽²¹⁾							03/31/2022	03/31/2027	Common Stock	266,666⁽²¹⁾		266,666⁽²¹⁾	I	See footnote⁽²⁰⁾

Explanation of Responses:

1. The number of shares beneficially owned reflects the 1-for-15 reverse stock split effected August 26, 2022 (the "Stock Split").

2. The securities are held by the Jack W. Schuler Living Trust, for which the Reporting Person serves as Trustee.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.5238 to $2.5463, which sale prices reflect the Stock Split. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (19) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.433 to $2.5305, which sale prices reflect the Stock Split.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.4765 to $2.535, which sale prices reflect the Stock Split.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.574 to $2.685, which sale prices reflect the Stock Split.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.61 to $2.7285, which sale prices reflect the Stock Split.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.715 to $2.7165, which sale prices reflect the Stock Split.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.58 to $2.6955, which sale prices reflect the Stock Split.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.85 to $3.03, which sale prices reflect the Stock Split.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.85 to $2.964, which sale prices reflect the Stock Split.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.8155 to $2.9685, which sale prices reflect the Stock Split.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.775 to $2.9895, which sale prices reflect the Stock Split.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.7015 to $2.7510, which sale prices reflect the Stock Split.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.598 to $2.736, which sale prices reflect the Stock Split.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.6175 to $2.6228, which sale prices reflect the Stock Split.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.4405 to $2.535, which sale prices reflect the Stock Split.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.40 to $2.4735, which sale prices reflect the Stock Split.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.40 to $2.4495, which sale prices reflect the Stock Split.

20. The securities are held by the Schuler Education Foundation, for which the Reporting Person serves as President.

21. The per share exercise price and number of shares subject to the warrant reflect the 1-for-15 reverse stock split effected August 26, 2022.

Remarks:

The aggregate of 180,523 shares sold from August 2, 2022 through August 26, 2022 (which share amount reflects the 1-for-15 reverse stock split effected August 26, 2022 (the "Stock Split")) are matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, with a purchase of shares by the Jack W. Schuler Living Trust that occurred on March 31, 2022. As each post-Stock Split per share price at which the 180,523 shares were sold is lower in each instance than the post-Stock Split per share price of the shares purchased on March 31, 2022, there are no profits to disgorge to the Issuer.

	/s/ Jack W. Schuler	10/14/2022
	** 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).
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