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*
Aghazadeh Behzad

(Last) (First) (Middle)
C/O AVORO CAPITAL ADVISORS LLC
110 GREENE STREET, SUITE 800

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Aadi Bioscience, Inc. [ AADI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See remarks
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2023
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $8.2 06/15/2023 A 28,255 (1) 06/15/2033 Common Stock 28,255 $0.00 28,255 D(2)(3)
1. Name and Address of Reporting Person*
Aghazadeh Behzad

(Last) (First) (Middle)
C/O AVORO CAPITAL ADVISORS LLC
110 GREENE STREET, SUITE 800

(Street)
NEW YORK NY 10012

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See remarks
1. Name and Address of Reporting Person*
Avoro Capital Advisors LLC

(Last) (First) (Middle)
110 GREENE STREET, SUITE 800

(Street)
NEW YORK NY 10012

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See remarks
1. Name and Address of Reporting Person*
Avoro Ventures LLC

(Last) (First) (Middle)
110 GREENE STREET, SUITE 800

(Street)
NEW YORK NY 10012

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See remarks
Explanation of Responses:
1. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through such applicable date, one hundred percent (100%) of the shares subject to the option shall vest on the earlier of (i) the one (1) year anniversary of the Date of Grant or (ii) the day immediately prior to the next annual meeting of stockholders following the Date of Grant. "Date of Grant" shall mean June 15, 2023.
2. This Form 4 is filed by Avoro Capital Advisors LLC, a Delaware limited liability company ("Avoro Capital Advisors"), Avoro Ventures LLC, a Delaware limited liability company ("Avoro Ventures") and Behzad Aghazadeh ("Dr. Aghazadeh", and together with Avoro Capital Advisors and Avoro Ventures, the "Reporting Persons"). Dr. Aghazadeh serves as the portfolio manager and controlling person of Avoro Capital Advisors and Avoro Ventures LLC.
3. The filing of this statement shall not be deemed an admission that any Reporting Person 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 or his pecuniary interest therein.
Remarks:
Avoro Capital Advisors and Avoro Ventures may be deemed directors by deputization of the Issuer by virtue of the fact that Dr. Aghazadeh currently serves on the board of directors of the Issuer.
/s/ Stephen Rodin, as Attorney-in-Fact 06/20/2023
** 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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