RA Capital details Artiva Biotherapeutics, Inc. (ARTV) 37.9% ownership
Rhea-AI Filing Summary
RA Capital Management, L.P., together with Peter Kolchinsky, Rajeev Shah and affiliated funds, reports beneficial ownership of 18,415,956 shares of Artiva Biotherapeutics common stock, representing 37.9% of the class, with shared voting and dispositive power and no sole voting or dispositive power.
The position is held through RA Capital Healthcare Fund, L.P. with 17,242,483 shares, additional shares in Nexus funds and a separately managed account, pre-funded warrants for up to 2,170,138 shares, and 13,750 vested stock options held for RA Capital’s benefit. The pre-funded warrants include a 9.99% Beneficial Ownership Blocker, which currently prevents their exercise.
Between June 16 and July 23, 2026, the Fund bought multiple blocks of Artiva stock in open market transactions funded with working capital, at trade prices ranging from $8.62 to $10.00 per share. Percentage ownership uses a base of 24,716,672 shares outstanding as of April 30, 2026 plus 23,871,526 shares issued in a May 2026 offering and certain exercisable stock options. RA Capital and its managers may be deemed beneficial owners for Section 13(d) purposes but disclaim beneficial ownership outside these reporting obligations.
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Key Figures
Beneficial ownership: 18,415,956 shares
Percent of class beneficially owned: 37.9 %
Fund shareholding: 17,242,483 shares
+5 more
8 metrics
Beneficial ownership
18,415,956 shares
Aggregate Artiva common shares beneficially owned by RA Capital, Peter Kolchinsky and Rajeev Shah
Percent of class beneficially owned
37.9 %
Percentage of Artiva common stock class represented by 18,415,956 shares
Fund shareholding
17,242,483 shares
Artiva common stock held directly by RA Capital Healthcare Fund, L.P.
Fund percent of class
35.5 %
Class percentage represented by RA Capital Healthcare Fund, L.P. holdings
Shares outstanding baseline
24,716,672 shares
Artiva common shares outstanding as of April 30, 2026 used in ownership calculation
Shares issued May 2026 offering
23,871,526 shares
Artiva common stock issued in the May 2026 Offering included in ownership base
Pre-funded warrant underlying shares
2,170,138 shares
Artiva common shares underlying pre-funded warrants held by the Fund
Beneficial Ownership Blocker limit
9.99 %
Ownership threshold above which the Fund is blocked from exercising pre-funded warrants
Key Terms
Beneficial Ownership Blocker, pre-funded warrants, separately managed account, open market transactions, +1 more
5 terms
Beneficial Ownership Blocker financial
"The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker")"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
pre-funded warrants financial
"pre-funded warrants ("Pre-Funded Warrants") exercisable for up to 2,170,138 shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
separately managed account financial
"68,320 shares of Common Stock directly held by a separately managed account"
A separately managed account (SMA) is a personalized investment portfolio owned by a single investor and run by a professional manager who buys and sells securities on that investor’s behalf. It matters to investors because an SMA offers tailored asset selection, tax handling, and transparency—like hiring a personal chef who prepares meals to your dietary needs rather than sharing a set menu—so you can align holdings with your goals and see exactly what you own.
open market transactions financial
"purchased an aggregate of 124,893 shares of common stock in open market transactions"
Open market transactions are the buying and selling of a company’s shares or other securities conducted on public exchanges or through the wider market rather than through private deals or negotiated placements. They matter to investors because these trades change supply and demand in real time—like shoppers affecting a store’s inventory—and so can move prices, signal management or investor sentiment, affect liquidity, and alter ownership stakes that influence future returns and risk.
beneficial owner regulatory
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What stake does RA Capital report in Artiva Biotherapeutics (ARTV)?
RA Capital, Peter Kolchinsky and Rajeev Shah report beneficial ownership of 18,415,956 shares of Artiva Biotherapeutics common stock, equal to 37.9% of the outstanding class, with shared voting and dispositive power and no sole voting or dispositive power.
How are RA Capital’s Artiva (ARTV) holdings allocated across its funds and accounts?
The reported position includes 17,242,483 shares held by RA Capital Healthcare Fund, 264,571 by RA Capital Nexus Fund, 826,832 by RA Capital Nexus Fund III, 68,320 in a separately managed account, 2,170,138 pre-funded warrant shares, and 13,750 vested stock options.
What is the Beneficial Ownership Blocker on Artiva (ARTV) pre-funded warrants held by RA Capital?
The pre-funded warrants held by the Fund are exercisable for up to 2,170,138 shares of Artiva common stock but include a 9.99% Beneficial Ownership Blocker, which currently prevents exercise if it would cause the Fund and its affiliates to exceed 9.99% ownership.
How was RA Capital’s 37.9% ownership in Artiva (ARTV) calculated?
The 37.9% figure is based on 24,716,672 shares of Artiva common stock outstanding as of April 30, 2026, plus 23,871,526 shares issued in a May 2026 offering, and gives effect to stock options exercisable within 60 days, as described in the filing.
Do RA Capital and its principals fully accept beneficial ownership of their Artiva (ARTV) position?
RA Capital, Peter Kolchinsky and Rajeev Shah may be deemed beneficial owners for Section 13(d) purposes but expressly disclaim beneficial ownership of the reported securities except for determining their reporting obligations, and affiliated funds also disclaim beneficial ownership after delegating voting and investment power to RA Capital.