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Biotech Investor RA Capital Strengthens Control Over Artiva Through Director Options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

RA Capital Management reported changes in beneficial ownership of Artiva Biotherapeutics (ARTV) through a Form 4 filing. The key transaction involves the grant of 13,750 stock options to Laura Stoppel, a Partner at RA Capital who serves on Artiva's board, on June 24, 2025.

Key details of the stock option grant:

  • Exercise price: $1.61 per share
  • Vesting date: Earlier of June 24, 2026, or 2026 annual stockholder meeting
  • Expiration date: June 23, 2035

Notable governance structure: The options are held for the benefit of RA Capital's funds (Healthcare Fund, Nexus Fund, and Nexus Fund III) and a managed account. Dr. Stoppel must transfer any proceeds to RA Capital to offset advisory fees. The filing includes multiple reporting persons, including Peter Kolchinsky and Rajeev Shah as managing members of RA Capital Management GP, who maintain significant ownership positions as both directors and 10% owners.

Positive

  • None.

Negative

  • None.
Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund, L.P., RA Capital Nexus Fund III, L.P., Kolchinsky Peter, Shah Rajeev M.
Role Director, 10% Owner | Director, 10% Owner | Director | Director | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Grant/Award Director Stock Option (Right to Buy) 13,750 $0.00 --
Holdings After Transaction: Director Stock Option (Right to Buy) — 13,750 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Represents the grant of a stock option to Laura Stoppel pursuant to the Issuer's non-employee director compensation policy. The shares subject to the option will vest on the earlier of June 24, 2026 or the date of the Issuer's 2026 annual stockholder meeting, subject to Dr. Stoppel's continuous service as a director through such vesting date. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of its or his pecuniary interest therein. Laura Stoppel is a Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Stoppel's arrangement with the Adviser, Dr. Stoppel holds the option for the benefit of the Fund, the Nexus Fund, the Nexus Fund III and the Account. Dr. Stoppel is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund III and the Account to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
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Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
RA CAPITAL MANAGEMENT, L.P.
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Artiva Biotherapeutics, Inc. [ ARTV ] 		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)
06/24/2025
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
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
Director Stock Option (Right to Buy) $1.61 06/24/2025 A 13,750 (1) 06/23/2035 Common Stock 13,750 $0 13,750 I See Footnotes(2)(3)
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Healthcare Fund LP
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Nexus Fund, L.P.
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Nexus Fund III, L.P.
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kolchinsky Peter
(Last) (First) (Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Shah Rajeev M.
(Last) (First) (Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents the grant of a stock option to Laura Stoppel pursuant to the Issuer's non-employee director compensation policy. The shares subject to the option will vest on the earlier of June 24, 2026 or the date of the Issuer's 2026 annual stockholder meeting, subject to Dr. Stoppel's continuous service as a director through such vesting date.
2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of its or his pecuniary interest therein.
3. Laura Stoppel is a Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Stoppel's arrangement with the Adviser, Dr. Stoppel holds the option for the benefit of the Fund, the Nexus Fund, the Nexus Fund III and the Account. Dr. Stoppel is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund III and the Account to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
Remarks:
Laura Stoppel, a Partner of the Adviser, serves on the Issuer's board of directors
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 06/26/2025
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 06/26/2025
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P. 06/26/2025
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. 06/26/2025
/s/ Peter Kolchinsky, individually 06/26/2025
/s/ Rajeev Shah, individually 06/26/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What stock options did RA Capital Management receive from ARTV on June 24, 2025?

RA Capital Management received director stock options (Right to Buy) for 13,750 shares of ARTV common stock at an exercise price of $1.61 per share. The options were granted on June 24, 2025, and expire on June 23, 2035.

Who is Laura Stoppel and what is her role with ARTV?

Laura Stoppel is a Partner at RA Capital Management who serves on Artiva Biotherapeutics' (ARTV) board of directors. She received stock options as part of the company's non-employee director compensation policy, though these options are held for the benefit of RA Capital's funds and managed accounts.

When do ARTV's director stock options granted on June 24, 2025 vest?

The stock options will vest on the earlier of June 24, 2026, or the date of ARTV's 2026 annual stockholder meeting, subject to Dr. Stoppel's continuous service as a director through the vesting date.

What is RA Capital Management's ownership structure in relation to ARTV?

RA Capital Management, L.P. serves as the investment manager for multiple funds including RA Capital Healthcare Fund, RA Capital Nexus Fund, RA Capital Nexus Fund III, and a separately managed account. The firm is managed by Dr. Peter Kolchinsky and Mr. Rajeev Shah through RA Capital Management GP, LLC, and holds both director and 10% owner positions in ARTV.