Sec Form 4 Filing - Anish Bhatnagar @ SOLENO THERAPEUTICS INC - 2025-03-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Anish Bhatnagar
2. Issuer Name and Ticker or Trading Symbol
SOLENO THERAPEUTICS INC [ SLNO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
100 MARINE PARKWAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
03/27/2025
(Street)
REDWOOD CITY, CA94065
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
582,590 ( 3 )
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 03/27/2025 S( 1 ) 14,183 D $ 65.9691 ( 2 ) 738,179 ( 3 ) D
Common Stock 03/27/2025 S( 1 ) 23,095 D $ 66.7916 ( 4 ) 715,084 ( 3 ) D
Common Stock 03/27/2025 S( 1 ) 41,989 D $ 67.7007 ( 5 ) 673,095 ( 3 ) D
Common Stock 03/27/2025 S( 1 ) 55,234 D $ 68.7881 ( 6 ) 617,861 ( 3 ) D
Common Stock 03/27/2025 S( 1 ) 31,980 D $ 69.8371 ( 7 ) 585,881 ( 3 ) D
Common Stock 03/27/2025 S( 1 ) 3,291 D $ 70.7341 ( 8 ) D
Common Stock 03/27/2025 S( 1 ) 4,782 D $ 71.7433 ( 9 ) 577,808 ( 3 ) D
Common Stock 03/27/2025 S( 1 ) 732 D $ 72.6391 ( 10 ) 577,076 ( 3 ) D
Common Stock 03/27/2025 M 26,606 A $ 24 603,682 ( 3 ) D
Common Stock 03/27/2025 M 16,666 A $ 25.05 620,348 ( 3 ) D
Common Stock 03/27/2025 M 105,000 A $ 33.6 725,348 ( 3 ) D
Common Stock 03/27/2025 M 32,193 A $ 5.1 757,541 ( 3 ) D
Common Stock 03/27/2025 M 62,291 A $ 2.41 819,832 ( 3 ) D
Common Stock 03/27/2025 M 281,053 A $ 5.25 1,100,885 ( 3 ) D
Common Stock 03/27/2025 S 106,471 D $ 65.8119 ( 11 ) 994,414 ( 3 ) D
Common Stock 03/27/2025 S 209,689 D $ 66.3306 ( 12 ) 784,725 ( 3 ) D
Common Stock 03/27/2025 S 8,423 D $ 67.37 ( 13 ) 776,302 ( 3 ) D
Common Stock 03/27/2025 S 199,226 D $ 69.2977 577,076 ( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Employee stock option (right to buy) $ 24 03/27/2025 M 26,606 ( 14 ) 02/07/2028 Common Stock 26,606 $ 0 60 D
Employee stock option (right to buy) $ 25.05 03/27/2025 M 16,666 ( 14 ) 01/24/2029 Common Stock 16,666 $ 0 0 D
Employee stock option (right to buy) $ 33.6 03/27/2025 M 105,000 ( 15 ) 01/08/2031 Common Stock 105,000 $ 0 35,000 D
Employee stock option (right to buy) $ 5.1 03/27/2025 M 32,193 ( 16 ) 01/28/2032 Common Stock 32,193 $ 0 8,473 D
Employee stock option (right to buy) $ 2.41 03/27/2025 M 62,291 ( 17 ) 01/25/2033 Common Stock 62,291 $ 0 52,709 D
Employee stock option (right to buy) $ 5.25 03/27/2025 M 281,053 ( 18 ) 05/26/2033 Common Stock 281,053 $ 0 200,753 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Anish Bhatnagar
100 MARINE PARKWAY, SUITE 400
REDWOOD CITY, CA94065
X CHIEF EXECUTIVE OFFICER
Signatures
/s/ Anish Bhatnagar 03/31/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
( 2 )This transaction was executed in multiple trades at prices ranging from $65.15 to $66.145. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
( 3 )Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions of each RSU.
( 4 )This transaction was executed in multiple trades at prices ranging from $66.24 to $67.235. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
( 5 )This transaction was executed in multiple trades at prices ranging from $67.24 to $68.235. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
( 6 )This transaction was executed in multiple trades at prices ranging from $68.24 to $69.225. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
( 7 )This transaction was executed in multiple trades at prices ranging from $69.24 to $70.235. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
( 8 )This transaction was executed in multiple trades at prices ranging from $70.24 to $71.22. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
( 9 )This transaction was executed in multiple trades at prices ranging from $71.26 to $72.22. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
( 10 )This transaction was executed in multiple trades at prices ranging from $72.31 to $72.80. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
( 11 )This transaction was executed in multiple trades at prices ranging from $65.045 to $66.04. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
( 12 )This transaction was executed in multiple trades at prices ranging from $66.045 to $66.94. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
( 13 )This transaction was executed in multiple trades at prices ranging from $67.095 to $67.50. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
( 14 )All of the shares subject to this option are fully vested and exercisable as of the date hereof.
( 15 )Twelve and one-half percent (12.5%) of the shares subject to the Option vest upon the date following the acceptance by the US FDA of an NDA submission for DCCR, twelve and one-half percent (12.5%) of the shares subject to the Option vest upon the submission by the Company to the European Medicines Agency European of an MAA for DCCR, and one forty-eighth (1/48th) of the remaining shares subject to the Option vest each month anniversary of January 8, 2021 (the "Vesting Commencement Date") on the same day of the month as the Vesting Commencement Date, subject to the Reporting Person continuing to be a Service Provider through each such date.
( 16 )One forty-eighth (1/48th) of the shares subject to the Option vested on the first month anniversary of January 1, 2022 (the "Vesting Commencement Date") and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), such that all of the shares subject to the Option will have vested as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person continuing to be a Service Provider through each such date.
( 17 )One forty-eighth of the shares subject to the option vest on February 1, 2023 and each one-month anniversary thereafter, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2014 Equity Incentive Plan) through each such date.
( 18 )One thirty-sixth of the shares subject to the Option vest on June 26, 2023 and each one-month anniversary thereafter, subject to the Reporting Person continuing to be a Service Provider through each such date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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