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).

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

1. Name and Address of Reporting Person^*

GORDON CARL L

(Last)

(First)

(Middle)

C/O ORBIMED ADVISORS LLC

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(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)

X	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)

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	01/30/2024		C		821,827	A	⁽¹⁾	821,827	I	See footnotes⁽²⁾⁽⁴⁾
Common Stock	01/30/2024		C		821,827	A	⁽¹⁾	821,827	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	01/30/2024		C		469,615	A	⁽¹⁾	1,291,442	I	See footnotes⁽²⁾⁽⁴⁾
Common Stock	01/30/2024		C		469,615	A	⁽¹⁾	1,291,442	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	01/30/2024		P		222,222⁽⁵⁾	A	$18	1,513,664	I	See footnotes⁽²⁾⁽⁴⁾
Common Stock	01/30/2024		P		222,222⁽⁵⁾	A	$18	1,513,664	I	See footnotes⁽³⁾⁽⁴⁾

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			821,827	⁽⁶⁾	⁽⁶⁾	Common Stock	821,827	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	01/30/2024		C			821,827	⁽⁶⁾	⁽⁶⁾	Common Stock	821,827	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	01/30/2024		C			469,615	⁽⁶⁾	⁽⁶⁾	Common Stock	469,615	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	01/30/2024		C			469,615	⁽⁶⁾	⁽⁶⁾	Common Stock	469,615	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾

Explanation of Responses:

1. The shares of preferred stock automatically converted into common stock immediately upon completion of the Issuer's initial public offering on a 15.21-for-1 basis.

2. These securities are held of record by OrbiMed Asia Partners IV, L.P. ("OAP IV"). OrbiMed Asia GP IV, L.P. ("Asia GP IV") is the general partner of OAP IV and OrbiMed Advisors IV Limited ("Advisors IV") is the general partner of Asia GP IV. OrbiMed Advisors LLC ("OrbiMed Advisors") is the advisory company of OAP IV. By virtue of such relationships, Asia GP IV, Advisors IV, and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OAP IV and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OAP IV.

3. These securities are held of record by OrbiMed Private Investments VIII, L.P. ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors is the managing member of GP VIII. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII.

4. Each of OrbiMed Advisors, GP VIII, Advisors IV, Asia GP IV, and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.

5. Reflects shares purchased in the Issuer's initial public offering.

6. The shares of preferred stock were convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering.

	/s/ James Kastenmayer, Attorney-in-Fact for Carl L. Gordon	01/31/2024
	** 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).
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