FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (7) | 05/08/2035 | Common Stock | 91,000 | $6.61 | D | |
| Stock Option (right to buy) | (8) | 02/12/2035 | Common Stock | 71,212 | $17.67 | D | |
| Stock Option (right to buy) | (9) | 05/20/2034 | Common Stock | 19,675 | $34.65 | D | |
| Stock Option (right to buy) | (10) | 02/22/2034 | Common Stock | 34,161 | $47 | D | |
| Stock Option (right to buy) | (11) | 02/21/2033 | Common Stock | 38,350 | $34.37 | D | |
| Stock Option (right to buy) | (12) | 02/22/2032 | Common Stock | 52,400 | $64.19 | D | |
| Stock Option (right to buy) | (13) | 02/25/2031 | Common Stock | 37,000 | $78.3 | D | |
| Stock Option (right to buy) | (14) | 02/26/2030 | Common Stock | 40,000 | $47.38 | D | |
| Stock Option (right to buy) | (15) | 02/28/2029 | Common Stock | 46,945 | $19.36 | D | |
| Stock Option (right to buy) | (16) | 09/25/2028 | Common Stock | 104,605 | $16 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Teel Randy C/O ARVINAS, INC. 5 SCIENCE PARK, 395 WINCHESTER AVE. NEW HAVEN, CT 06511 | X | President and CEO | ||
| /s/ Jared Freedberg, as attorney-in-fact for Randy Teel | 02/18/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | Includes 1,509 shares of common stock of the Issuer previously purchased by the reporting person under the issuer's 2018 Employee Stock Purchase Plan. |
| (2) | The restricted stock units (each, an "RSU") were granted by the Issuer on May 9, 2025, pursuant to its 2018 Stock Incentive Plan (the "Plan") and each RSU represents a contingent right to receive one share of the issuer's common stock upon settlement for no consideration. The RSUs vest over two years: 1/2 of the shares underlying the award will vest on May 9, 2026, with the remainder of the shares vesting on May 9, 2027, subject to the reporting person's continued service with the Issuer on each vesting date. |
| (3) | The RSUs were granted by the Issuer on February 13, 2025, pursuant to its Plan and each RSU represents a contingent right to receive one share of the issuer's common stock upon settlement for no consideration. The RSUs vest over four years: 25% of the RSUs will vest on each of February 13, 2026, February 13, 2027, February 13, 2028 and February 13, 2029, subject to the reporting person's continued service with the Issuer on each vesting date. |
| (4) | The RSUs were granted by the Issuer on May 21, 2024, in connection with the reporting person being named as Chief Business Officer of the Issuer, pursuant to its Plan and each RSU represents a contingent right to receive one share of the issuer's common stock upon settlement for no consideration. The RSUs vest over two years: 1/2 of the shares underlying the award vested on May 21, 2025, with the remainder of the shares vesting on May 21, 2026, subject to the reporting person's continued service with the Issuer on each vesting date. The RSU amount reflects that 2,228 shares were sold to pay for taxes following the May 21, 2025 vesting. |
| (5) | The RSUs were granted by the Issuer on February 23, 2024, pursuant to its Plan and each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. The RSUs vest over two years: 1/2 of the shares underlying the award vested on February 23, 2025, with the remainder of the shares vesting in on February 23, 2026, subject to the reporting person's continued service with the Issuer on each vesting date. The RSU amount reflects that 4,380 shares were sold to pay for taxes following the February 23, 2025 vesting. |
| (6) | The RSUs were granted by the Issuer on February 22, 2023, pursuant to the Plan and each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. The RSUs vest over four years: 25% of the RSUs vested on each of February 22, 2024 and February 22, 2025, with the remaining RSUs vesting on each of February 22, 2026 and February 22, 2027, subject to the reporting person's continued service with the Issuer on each vesting date. The RSU amount reflects that 1,184 and 1,125 shares were sold to pay for taxes following the February 22, 2024 and February 22, 29025 vestings, respectively. |
| (7) | The option was granted by the Issuer on May 9, 2025, pursuant to the Plan. The shares underlying the option will vest over two years: 1/2 of the shares underlying the award shall vest on May 9, 2026, with the remainder of the shares vesting on May 9, 2027, subject to the reporting person's continued service with the Issuer on each vesting date. |
| (8) | The option was granted by the Issuer on February 13, 2025, pursuant to the Plan. The shares underlying the option vest over four years: 1/4 of the shares underlying the award will vest on February 13, 2026, with the remainder of the shares vesting in equal monthly installments following February 13, 2026 through February 13, 2029, subject to the reporting person's continued service with the Issuer on each vesting date. |
| (9) | The option was granted by the Issuer on May 21, 2024, in connection with the reporting person being named as Chief Business Officer of the Issuer, pursuant to the Plan. The shares underlying the option vest over two years: 1/2 of the shares underlying the award vested on May 21, 2025, with the remainder of the shares vesting on May 21, 2026, subject to the reporting person's continued service with the Issuer on each vesting date. |
| (10) | The option was granted by the Issuer on February 23, 2024, pursuant to the Plan. The shares underlying the option vest over two years: 1/2 of the shares underlying the award vested on February 23, 2025, with the remainder of the shares vesting on February 23, 2026, subject to the reporting person's continued service with the Issuer on each vesting date. |
| (11) | The option was granted by the Issuer on February 22, 2023, pursuant to the Plan. The shares underlying the option vest over four years: 1/4 of the shares underlying the award vested on February 22, 2024, with the remainder of the shares vesting in equal monthly installments following February 22, 2024 through February 23, 2027, subject to the reporting person's continued service with the Issuer on each vesting date. |
| (12) | The option was granted by the Issuer on February 23, 2022, pursuant to the Plan. The shares underlying the option vest over four years: 1/4 of the shares underlying the award vested on February 23, 2023, with the remainder of the shares vesting in equal monthly installments following February 23, 2023 through February 23, 2026, subject to the reporting person's continued service with the Issuer on each vesting date. |
| (13) | The option was granted by the Issuer on February 26, 2021, pursuant to the Plan. The shares underlying the option vested over four years: 1/4 of the shares underlying the award vested on February 26, 2022, and the remainder of the shares vested in equal monthly installments following February 23, 2022 through February 23, 2025. |
| (14) | The option was granted by the Issuer on February 27, 2020, pursuant to the Plan. The shares underlying the option vested over four years: 1/4 of the shares underlying the award vested on February 27, 2021, and the remainder of the shares vested in equal monthly installments following February 27, 2021 through February 27, 2024. |
| (15) | The option was granted by the Issuer on March 1, 2019, pursuant to the Plan. The shares underlying the option vested over four years: 1/4 of the shares underlying the award vested on March 1, 2020, and the remainder of the shares vested in equal monthly installments following March 1, 2020 through March 1, 2023. |
| (16) | The option was granted by the Issuer on September 26, 2018, pursuant to the Plan. The shares underlying the option vested over four years: 1/4 of the shares underlying the award vested on May 14, 2019, and the remainder of the shares vested in equal monthly installments following May 14, 2019 through May 14, 2022. |