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* Manning Meredith (Last) (First) (Middle) 203 REDWOOD SHORES PKWY, STE 500 (Street) REDWOOD CITY CA 90465 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/22/2024	3. Issuer Name and Ticker or Trading Symbol SOLENO THERAPEUTICS INC [ SLNO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Commercial Officer	5. 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 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)

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
Employee stock option (right to buy)	(1)	01/24/2034	Common Stock	128,000	46.31	D

Explanation of Responses:

1. One-fourth of the shares subject to the option shall vest on January 23, 2025 and one-forty-eighth of the shares subject to the option shall vest on each one-month anniversary thereafter, subject to the Reporting Person continuing to be a Service Provider through each such date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Anish Bhatnagar, Attorney-in-Fact	04/30/2024
	** 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 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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POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints each of Anish

Bhatnagar and James  Mackaness, signing singly, the undersigned’s true and lawful attorney-in-fact

to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an

officer and/or director of Soleno Therapeutics Inc. (the “Company”), Schedules 13D

and 13G, Form ID, and Forms 3, 4 and 5 and amendments thereto in accordance with

Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules

thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be

necessary or desirable to complete and execute any such Schedules 13D and 13G,

Form ID, and Forms 3, 4 and 5 and amendments thereto and timely file such form

with the United States Securities and Exchange Commission and any stock exchange

or similar authority; and

(3)

 take any other action of any type whatsoever in connection with the foregoing which,

in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or

legally required by, the undersigned, it being understood that the documents executed

by such attorney-in-fact on behalf of the undersigned pursuant to this Power of

Attorney shall be in such form and shall contain such terms and conditions as such

attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and

perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the

exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the

undersigned might or could do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or

substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights

and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in

serving in such capacity at the request of the undersigned, are not assuming, nor is the Company

assuming, any of the undersigned’s responsibilities to comply with Sections 13 and Section 16 of the

Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the

attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense

arising from any false or misleading information provided by the undersigned to the attorney-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer

required to file any Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13

and 16(a) of the Exchange Act with respect to the undersigned’s holdings of and transactions in

securities issued by the Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the United

States Securities and Exchange Commission as a confirming statement of the authority granted

herein. This Power of Attorney supersedes any prior power of attorney in connection with the

undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall

expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer

of, or legal counsel to the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of

April 25, 2024.

/s/ Meredith Manning

Signature

Print Name:  Meredith Manning