SEC Filing - ArriVent Biopharma

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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^*

Yao Zhengbin

(Last)

(First)

(Middle)

C/O ARRIVENT BIOPHARMA, INC.

18 CAMPUS BOULEVARD, SUITE 100

(Street)

NEWTOWN SQUARE

19073

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2024

3. Issuer Name and Ticker or Trading Symbol
ArriVent Biopharma, Inc. [ AVBP ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

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)
Common Stock	218,661⁽¹⁾	I	Held by ArriMed BioPharma, LLC⁽²⁾
Common Stock	394,477⁽¹⁾	I	Held by The MAKS Yao Trust⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽⁴⁾	09/07/2031	Common Stock	105,193⁽⁵⁾	2.28⁽⁵⁾	D
Stock Option (right to buy)	⁽⁶⁾	01/31/2032	Common Stock	103,878⁽⁵⁾	2.28⁽⁵⁾	D
Stock Option (right to buy)	⁽⁶⁾	01/31/2032	Common Stock	141,353⁽⁵⁾	2.28⁽⁵⁾	D
Stock Option (right to buy)	⁽⁷⁾	01/31/2033	Common Stock	141,353⁽⁵⁾	3.65⁽⁵⁾	D
Stock Option (right to buy)	⁽⁸⁾	12/31/2033	Common Stock	264,574⁽⁵⁾	7.76⁽⁵⁾	D

Explanation of Responses:

1. Reflects the 15.21-for-1 reverse stock split of the Issuer's common stock effected on January 23, 2024 in connection with the Issuer's initial public offering.

2. Dr. Yao has sole voting power and investment control over the common stock held by ArriMed BioPharma, LLC. Dr. Yao disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein, if any.

3. Robin LaChapelle, Chief Operating Officer of the Issuer, is the Trustee of The MAKS Yao Trust and may be deemed to have shared voting and investment power over the shares held by The MAKS Yao Trust. Members of the Reporting Person's immediate family are the beneficiaries of such trust. The Reporting Person disclaims beneficial ownership of the securities held by The MAKS Yao Trust except to the extent of his pecuniary interest therein, if any.

4. The shares underlying this option vested as to 25% on September 8, 2022, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date.

5. Reflects the 15.21-for-1 reverse stock split of the Issuer's common stock effected on January 23, 2024 in connection with the Issuer's initial public offering, pursuant to which (i) the number of shares of common stock underlying the option was divided by 15.21 and (ii) the exercise price of the option was multiplied by 15.21.

6. The shares underlying this option vested as to 25% on February 1, 2023, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date.

7. The shares underlying this option vest as to 25% on February 1, 2024, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date.

8. The shares underlying this option vest as to 25% on January 1, 2025, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ James Kastenmayer, Attorney-in-Fact for Zhengbin Yao	01/25/2024
	** 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.
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.

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of James Paul Kastenmayer of ArriVent BioPharma, Inc. (the “Company”), the Company’s General Counsel, and John T. Rudy, Nishant Dharia, Raven Sun, Gianna M. Nappi, Elana L. Brockmann, Robyn M. Frattali and Autumn N. Mays of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing singly, with full power of substitution, 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 a director of the Company, forms and authentication documents for EDGAR Filing Access;

(2)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such forms and authentication documents;

(3)

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(4)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(5)

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests 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 Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 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.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below.

Date: January 17, 2024	By:	/s/ Zhengbin (Bing) Yao
		Name:	Zhengbin (Bing) Yao