ARVINAS, INC. — Director's Dealing 2018

Oct 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARVINAS INC. (ARVN)
CIK: 0001655759
Period of Report: 2018-10-01

Reporting Person: Ratcliffe Liam (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-01	Common Stock	C	1108202	—	Acquired	1108202	Indirect
2018-10-01	Common Stock	C	174846	—	Acquired	1283048	Indirect
2018-10-01	Common Stock	P	625000	$16.00	Acquired	1908048	Indirect
2018-10-01	Common Stock	P	375000	$16.00	Acquired	375000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-01	Series B Preferred Stock	$	C	3601657	Disposed		Common Stock (1108202)	Indirect
2018-10-01	Series C Preferred Stock	$	C	568252	Disposed		Common Stock (174846)	Indirect

Footnotes

F1: All Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 3.25-for-one basis upon the closing of the Issuer's initial public offering without payment of further consideration. The shares had no expiration date.

F2: These shares are held directly by New Leaf Ventures III, L.P. ("NLV-III"). The general partner of NLV-III is New Leaf Venture Associates III, L.P. ("NLVA-III"). The general partner of NLVA-III is New Leaf Venture Management III, L.L.C. ("Management-III"). Each of NLVA-III and Management-III disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLVA-III or Management-III are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein. The Reporting Person, Ronald M. Hunt and Vijay K. Lathi are the managers of Management-III (each, a "NLV-III Manager" and collectively, the " NLV-III Managers") and may each be deemed to have shared voting and investment power with respect to these securities.

F3: (Continued from Footnote 2) The Reporting Person and each of the NLV-III Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F4: These shares are held directly by New Leaf Ventures Biopharma Opportunities II, L.P. ("BPO-II"). The general partner of BPO-II is New Leaf BPO Associates II, L.P. ("NLBA-II"). The general partner of NLBA-II is New Leaf BPO Management II, L.L.C. ("BPO Management-II"). Each of NLBA-II and BPO Management-II disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLBA-II or BPO Management-II are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein. The Reporting Person, a member of the Issuer's board of directors, Ronald M. Hunt, Vijay K. Lathi and Isaac J. Manke are the managers of BPO Management-II (each, a "BPO-II Manager" and collectively, the "BPO-II Managers") and may each be deemed to have shared voting and investment power with respect to these securities.

F5: (Continued from Footnote 4) The Reporting Person and each of the BPO-II Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.