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^*

Tabibiazar Raymond

(Last)

(First)

(Middle)

C/O ARAVIVE, INC.

LYONDELLBASEL TOWER, 1221 MCKINNEY ST.

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aravive, Inc. [ ARAV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2018

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	10/12/2018		A		1,000,751	A	⁽¹⁾	1,000,751	D

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)
Stock Option (Right to Buy)	$0.06	10/12/2018		A		46,322		⁽²⁾	04/25/2021	Common Stock	46,322	⁽²⁾	46,322	D
Stock Option (Right to Buy)	$0.06	10/12/2018		A		12,084		⁽³⁾	04/25/2021	Common Stock	12,084	⁽³⁾	12,084	D
Stock Option (Right to Buy)	$0.24	10/12/2018		A		51,682		⁽⁴⁾	09/30/2024	Common Stock	51,682	⁽⁴⁾	51,682	D
Stock Option (Right to Buy)	$0.24	10/12/2018		A		15,200		⁽⁵⁾	12/31/2024	Common Stock	15,200	⁽⁵⁾	15,200	D
Stock Option (Right to Buy)	$0.24	10/12/2018		A		15,200		⁽⁶⁾	03/31/2025	Common Stock	15,200	⁽⁶⁾	15,200	D
Stock Option (Right to Buy)	$0.24	10/12/2018		A		15,200		⁽⁷⁾	06/30/2025	Common Stock	15,200	⁽⁷⁾	15,200	D
Stock Option (Right to Buy)	$0.24	10/12/2018		A		65,365		⁽⁸⁾	06/30/2025	Common Stock	65,365	⁽⁸⁾	65,365	D
Stock Option (Right to Buy)	$0.24	10/12/2018		A		254,177		⁽⁹⁾	06/30/2025	Common Stock	254,177	⁽⁹⁾	254,177	D
Stock Option (Right to Buy)	$0.24	10/12/2018		A		15,200		⁽¹⁰⁾	09/30/2025	Common Stock	15,200	⁽¹⁰⁾	15,200	D
Stock Option (Right to Buy)	$0.24	10/12/2018		A		15,200		⁽¹¹⁾	12/31/2025	Common Stock	15,200	⁽¹¹⁾	15,200	D
Stock Option (Right to Buy)	$0.24	10/12/2018		A		15,200		⁽¹²⁾	03/31/2026	Common Stock	15,200	⁽¹²⁾	15,200	D
Stock Option (Right to Buy)	$0.66	10/12/2018		A		57,002		⁽¹³⁾	06/15/2027	Common Stock	57,002	⁽¹³⁾	57,002	D
Stock Option (Right to Buy)	$0.9	10/12/2018		A		28,501		⁽¹⁴⁾	12/14/2027	Common Stock	28,501	⁽¹⁴⁾	28,501	D
Stock Option (Right to Buy)	$0.9	10/12/2018		A		28,501		⁽¹⁵⁾	03/20/2028	Common Stock	28,501	⁽¹⁵⁾	28,501	D

Explanation of Responses:

1. Shares of common stock of the corporation known as Aravive Biologics, Inc. ("Aravive") were converted into shares of the issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of June 3, 2018, by and among the Issuer, Velo Merger Sub, Inc. and Aravive (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of Aravive common stock was exchanged for 2.2801 shares of the Issuer's common stock, subject to adjustment for any reverse stock split. Following the merger, the Issuer effected a reverse stock split at a ratio of one new share for every six shares of Issuer common stock outstanding and the Issuer changed its name to Aravive, Inc. All share and option numbers reflect the reverse stock split.

2. On April 26, 2011, Reporting Person was granted an option to purchase 121,897 shares of the common stock of Aravive at an exercise price of $0.02 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 46,332 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.06 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

3. On April 26, 2011, Reporting Person was granted an option to purchase 31,799 shares of the common stock of Aravive at an exercise price of $0.02 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 12,084 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.06 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

4. On October 1, 2014, Reporting Person was granted an option to purchase 136,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 51,682 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

5. On December 31, 2014, Reporting Person was granted an option to purchase 40,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 15,200 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

6. On March 31, 2015, Reporting Person was granted an option to purchase 40,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 15,200 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

7. On June 30, 2015, Reporting Person was granted an option to purchase 40,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 15,200 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

8. On July 1, 2015, Reporting Person was granted an option to purchase 172,006 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 65,365 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

9. On July 29, 2015, Reporting Person was granted an option to purchase 668,858 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 254,177 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

10. On September 30, 2015, Reporting Person was granted an option to purchase 40,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 15,200 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

11. On December 31, 2015, Reporting Person was granted an option to purchase 40,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 15,200 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

12. On March 31, 2016, Reporting Person was granted an option to purchase 40,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 15,200 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

13. On June 15, 2017, Reporting Person was granted an option to purchase 150,000 shares of the common stock of Aravive at an exercise price of $0.23 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 57,002 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.66 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

14. On December 14, 2017, Reporting Person was granted an option to purchase 75,000 shares of the common stock of Aravive at an exercise price of $0.34 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 28,501 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.90 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

15. On March 20, 2018, Reporting Person was granted an option to purchase 75,000 shares of the common stock of Aravive at an exercise price of $0.34 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 28,501 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.90 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.

Remarks:

	/s/ Kevin Haas, Attorney-in-fact	10/16/2018
	** 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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