SEC Filing - ArriVent Biopharma

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

HILLHOUSE INVESTMENT MANAGEMENT, LTD.

(Last)

(First)

(Middle)

OFFICE #122, WINDWARD 3 BUILDING

REGATTA OFFICE PARK, WEST BAY ROAD

(Street)

GRAND CAYMAN

KY1-9006

(City)

(State)

(Zip)

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

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)
01/30/2024

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	01/30/2024		C		3,616,041⁽²⁾⁽³⁾	A	⁽¹⁾	3,616,041	I	See footnotes⁽⁵⁾⁽⁶⁾
Common Stock	01/30/2024		C		313,076⁽²⁾⁽³⁾	A	⁽¹⁾	3,929,117	I	See footnotes⁽⁵⁾⁽⁶⁾
Common Stock	01/30/2024		P		555,555⁽⁴⁾	A	$18	4,484,672	I	See footnotes⁽⁵⁾⁽⁶⁾

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)
Series A Preferred Stock	⁽¹⁾	01/30/2024		C			55,000,000⁽²⁾	⁽¹⁾	⁽¹⁾	Common Stock	3,616,041	$0	0	I	See footnotes⁽⁵⁾⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	01/30/2024		C			4,761,903⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	313,076	$0	0	I	See footnotes⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

HILLHOUSE INVESTMENT MANAGEMENT, LTD.

(Last)

(First)

(Middle)

OFFICE #122, WINDWARD 3 BUILDING

REGATTA OFFICE PARK, WEST BAY ROAD

(Street)

GRAND CAYMAN

KY1-9006

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HHLR ADVISORS, LTD.

(Last)

(First)

(Middle)

OFFICE #122, WINDWARD 3 BUILDING

REGATTA OFFICE PARK, WEST BAY ROAD

(Street)

GRAND CAYMAN

KY1-9006

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock and Series B Preferred Stock converted into shares of common stock on a 15.21-for-1 basis.

2. The securities reported herein are held by VSUM VI Holdings Limited ("VSUM VI") and VSUM VIII Holdings Limited ("VSUM VIII"). VSUM VI is a wholly owned subsidiary of Hillhouse Venture Fund V, L.P. ("Hillhouse Venture V") and VSUM VIII is a wholly owned subsidiary of Hillhouse Healthcare Fund, L.P. ("Hillhouse Healthcare"). HIM (as defined below) acts as the sole management company of each of Hillhouse Venture V and Hillhouse Healthcare.

3. The securities reported herein are held by VSUM VIII and ARVT Holdings Limited ("ARVT"). VSUM VIII is a wholly owned subsidiary of Hillhouse Healthcare and ARVT is a wholly owned subsidiary of Hillhouse Venture Fund VI, L.P. ("Hillhouse Venture VI"). HIM acts as the sole management company of each of Hillhouse Healthcare and Hillhouse Venture VI.

4. The securities reported herein are held by HHLR Fund, L.P., an exempted Cayman Islands limited partnership ("HHLR Fund"). HHLR (as defined below) acts as the sole management company of HHLR Fund.

5. This statement is filed by (i) Hillhouse Investment Management, Ltd., an exempted Cayman Islands company ("HIM") and (ii) HHLR Advisors, Ltd., an exempted Cayman Islands company ("HHLR"). The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons." HIM and HHLR are under common control and share certain policies, personnel and resources. Accordingly, HIM and HHLR are filing this Form 4 jointly.

6. The filing of this statement shall not be deemed an admission that each of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.

	Hillhouse Investment Management, Ltd., by /s/ Audrey Woon, Chief Compliance Officer	02/01/2024
	HHLR Advisors, Ltd. /s/ Audrey Woon, Chief Compliance Officer	02/01/2024
	** 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 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.