Sec Form 4 Filing - GC Corp. @ Artiva Biotherapeutics, Inc. - 2024-07-22

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
GC Corp.
2. Issuer Name and Ticker or Trading Symbol
Artiva Biotherapeutics, Inc. [ ARTV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
107 IHYEON-RO,30BEON-GIL, GILHEUNG-GU, YONGIN-SI
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2024
(Street)
GYEONGGI-DO, M516924
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 07/22/2024 C 667,185 A 1,016,022 D ( 2 )
Common Stock 07/22/2024 C 330,095 A 1,346,117 D ( 2 )
Common Stock 07/22/2024 J( 3 ) 294,117 A $ 10.2 1,640,234 D ( 2 )
Common Stock 07/22/2024 P( 4 ) 1,666,666 A $ 12 3,306,900 D ( 2 )
Common Stock 07/22/2024 C 292,791 A 525,349 I By GC Cell Corporation ( 5 )
Common Stock 07/22/2024 C 62,181 A 587,530 I By GC Cell Corporation ( 5 )
Common Stock 07/22/2024 J( 6 ) 256,316 A $ 10.2 843,846 I By GC Cell Corporation ( 5 )
Common Stock 07/22/2024 P( 4 ) 416,666 A $ 12 1,260,512 I By GC Cell Corporation
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
Series A Preferred Stock ( 1 ) 07/22/2024 C 667,185 ( 1 ) ( 1 ) Common Stock 667,185 ( 1 ) 0 D ( 2 )
Series B Preferred Stock ( 1 ) 07/22/2024 C 330,095 ( 1 ) ( 1 ) Common Stock 330,095 ( 1 ) 0 D ( 2 )
Series A Preferred Stock ( 1 ) 07/22/2024 C 292,791 ( 1 ) ( 1 ) Common Stock 292,791 ( 1 ) 0 I By GC Cell Corporation ( 5 )
Series B Preferred Stock ( 1 ) 07/22/2024 C 62,181 ( 1 ) ( 1 ) Common Stock 62,181 ( 1 ) 0 I By GC Cell Corporation ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GC Corp.
107 IHYEON-RO,30BEON-GIL
GILHEUNG-GU, YONGIN-SI
GYEONGGI-DO, M516924
X
GC Cell Corp
107 IHYEON-RO, 30BEON-GI
GIHEUNG-GU, YONGIN-SI
GYEONGGI-DO, M516924
X
Signatures
GC Corp. By: /s/ Yong-Jun Huh, Chief Executive Officer 07/22/2024
Signature of Reporting Person Date
GC Cell Corporation By: /s/ James Park, Chief Executive Officer 07/22/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-one basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock wasconverted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date.
( 2 )GC Corp., a public Korean holdings company, is ultimately controlled by its board of directors, consisting of Mr. Yong-Jun Huh, Huh II-Sup, Park Yong-Tae and Kim Seok-Hwa. Each of these individual directors of GC Corp. may be deemed to share voting and investment power over the shares held by GC Corp. and each disclaims beneficial ownership of all shares held by CG Corp., except to the extent of any pecuniary interest therein.
( 3 )Represents the conversio n of outstanding simple agreement for future equity in the amount of $3,000,000.00 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.
( 4 )The shares were purchased in the Issuer's initial public offering.
( 5 )The shares are held directly by GC Cell Corporation. GC Corp., a public Korean holdings company, is the parent company of GC Cell Corporation and is ultimately controlled by its board of directors, consisting of Mr. Yong-Jun Huh, Huh II-Sup, Park Yong-Tae and Kim Seok-Hwa. Each of these individual directors of GC Corp. may be deemed to share voting and investment power over the shares held by GC Corp. and GC Cell Corporation and each disclaims beneficial ownership of all shares held by such entities, except to the extent of any pecuniary interest therein.
( 6 )Represents the conversion of outstanding simple agreement for future equity in the amount of $2,614,424.28 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.

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