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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).

X

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*

Heyman Richard A.

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(Last) (First) (Middle)

C/O ENLIVEN THERAPEUTICS, INC. 6200 LOOKOUT ROAD

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(Street)

BOULDER CO 80301

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(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Enliven Therapeutics, Inc. [ ELVN ] 5. Relationship of Reporting Person(s) to
Issuer
(Check all applicable)

X Director 10% Owner Officer (give title below) Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2024 4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)

X Form filed by One Reporting Person 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 Common Stock
04/11/2024 S(1) 5,045 D $25.0306(2) 138.425 D Common Stock 04/15/2024 S(1) 1,190
D $19.9403(3) 137,235 D Common Stock 04/15/2024 S(1) 80 D $20.6773(4) 137,155 D
Common Stock 04/11/2024 S(1) 649 D $25 28,567 I See footnote(5) Common Stock
37,407 I See footnote(6)

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

Explanation of Responses: 1. The sales reported on this Form 4 were effected
pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July
17, 2023. 2. This transaction was executed in multiple trades at prices ranging
from $25.00 to $25.22. 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. 3. This transaction was executed in multiple trades at
prices ranging from $19.61 to $20.5558. 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. 4. This transaction was executed in multiple
trades at prices ranging from $20.64 to $20.76. 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. 5. The shares are held of
record by RAHD Capital LLC for which the Reporting Person serves as a managing
member. 6. The shares are held of record by the Richard A. Heyman and Anne E.
Daigle Trust, dated November 1, 2016 for which the Reporting Person serves as
trustee.

/s/ Ben Hohl, by power of attorney 04/15/2024 ** 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.