Patricia C. Hirano - Mar 27, 2025 Form 4 Insider Report for SOLENO THERAPEUTICS INC (SLNO)

Signature
/s/ Anish Bhatnagar, Attorney-in-Fact
Stock symbol
SLNO
Transactions as of
Mar 27, 2025
Transactions value $
-$10,100,378
Form type
4
Date filed
3/31/2025, 07:01 PM
Previous filing
Jan 23, 2025
Next filing
Apr 2, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SLNO Common Stock Sale -$93.5K -1.42K -1.26% $65.97 111K Mar 27, 2025 Direct F1, F2, F3
transaction SLNO Common Stock Sale -$154K -2.31K -2.08% $66.79 109K Mar 27, 2025 Direct F1, F3, F4
transaction SLNO Common Stock Sale -$284K -4.2K -3.87% $67.70 104K Mar 27, 2025 Direct F1, F3, F5
transaction SLNO Common Stock Sale -$380K -5.52K -5.29% $68.79 98.9K Mar 27, 2025 Direct F1, F3, F6
transaction SLNO Common Stock Sale -$223K -3.2K -3.24% $69.84 95.7K Mar 27, 2025 Direct F1, F3, F7
transaction SLNO Common Stock Sale -$23.3K -329 -0.34% $70.73 95.3K Mar 27, 2025 Direct F1, F3, F8
transaction SLNO Common Stock Sale -$34.3K -478 -0.5% $71.74 94.8K Mar 27, 2025 Direct F1, F3, F9
transaction SLNO Common Stock Sale -$5.3K -73 -0.08% $72.64 94.8K Mar 27, 2025 Direct F1, F3, F10
transaction SLNO Common Stock Options Exercise $144K +6K +6.33% $24.00 101K Mar 27, 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $110K +4.4K +4.37% $25.05 105K Mar 27, 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $24.9K +4.89K +4.65% $5.10 110K Mar 27, 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $34.6K +13.3K +12.11% $2.60 123K Mar 27, 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $20.1K +8.33K +6.75% $2.41 132K Mar 27, 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $185K +35.2K +26.71% $5.25 167K Mar 27, 2025 Direct F3, F11
transaction SLNO Common Stock Sale -$3.07M -46.2K -27.69% $66.39 121K Mar 27, 2025 Direct F3, F11
transaction SLNO Common Stock Sale -$1.67M -24.8K -20.53% $67.47 95.9K Mar 27, 2025 Direct F3, F11, F12
transaction SLNO Common Stock Sale -$1.75M -25K -26.05% $70.18 70.9K Mar 27, 2025 Direct F3, F11, F13
transaction SLNO Common Stock Sale -$1.1M -15.1K -21.35% $72.50 55.8K Mar 27, 2025 Direct F3, F11
transaction SLNO Common Stock Options Exercise $90.4K +2.69K +4.82% $33.60 58.5K Mar 28, 2025 Direct F3, F11
transaction SLNO Common Stock Sale -$229K -3.39K -5.8% $67.46 55.1K Mar 28, 2025 Direct F3, F11, F14
transaction SLNO Common Stock Sale -$849K -12.3K -22.37% $68.92 42.8K Mar 28, 2025 Direct F3, F11, F15
transaction SLNO Common Stock Sale -$643K -9.25K -21.64% $69.52 33.5K Mar 28, 2025 Direct F3, F11, F16
transaction SLNO Common Stock Sale -$198K -2.69K -8.03% $73.60 30.8K Mar 28, 2025 Direct F3, F11

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -6K -100% $0.00 0 Mar 27, 2025 Common Stock 6K $24.00 Direct F11, F17
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -4.4K -100% $0.00 0 Mar 27, 2025 Common Stock 4.4K $25.05 Direct F11, F17
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -4.89K -66.66% $0.00 2.45K Mar 27, 2025 Common Stock 4.89K $5.10 Direct F11, F18
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -13.3K -100% $0.00 0 Mar 27, 2025 Common Stock 13.3K $2.60 Direct F11, F17
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -8.33K -41.67% $0.00 11.7K Mar 27, 2025 Common Stock 8.33K $2.41 Direct F11, F19
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -35.2K -41.67% $0.00 49.3K Mar 27, 2025 Common Stock 35.2K $5.25 Direct F11, F20
transaction SLNO Employee stock option (right to buy) Options Exercise $0 -2.69K -12.5% $0.00 18.8K Mar 28, 2025 Common Stock 2.69K $33.60 Direct F11, F21
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.
F11 The option exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person September 13, 2024
F12 This transaction was executed in multiple trades at prices ranging from 67.41 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.
F13 This transaction was executed in multiple trades at prices ranging from $70.00 to $70.25. 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.
F14 This transaction was executed in multiple trades at prices ranging from $66.90 to $67.83. 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.
F15 This transaction was executed in multiple trades at prices ranging from $68.30 to $69.285. 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.
F16 This transaction was executed in multiple trades at prices ranging from $69.33 to $69.675. 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.
F17 All of the shares subject to this option are fully vested and exercisable as of the date hereof.
F18 One forty-eighth (1/48th) of the shares subject to the Option vest 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.
F19 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.
F20 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.
F21 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.

Remarks:

Officer title: Senior Vice President, Regulatory Affairs