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: RA CAPITAL MANAGEMENT, LLC (Former 10% Owner)
Reporting Person: RA Capital Healthcare Fund LP (Former 10% Owner)
Reporting Person: Kolchinsky Peter (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-01	Common Stock	C	1847002	—	Acquired	1847002	Indirect
2018-10-01	Common Stock	C	291410	—	Acquired	2138412	Indirect
2018-10-01	Common Stock	P	1000000	$16.00	Acquired	3138412	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-01	Series B Preferred Stock	$	C	6002761	Disposed		Common Stock (1847002)	Indirect
2018-10-01	Series C Preferred Stock	$	C	947085	Disposed		Common Stock (291410)	Indirect

Footnotes

F1: With the closing of the Issuer's initial public offering, each 3.25 shares of preferred stock converted into one share of common stock. The preferred stock had no expiration date.

F2: Includes (a) 1,551,482 shares of Common Stock held by RA Capital Healthcare Fund, L.P. (the "Fund") and (b) 295,520 shares of Common Stock held in a separately managed account (the "Account").

F3: RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser for the Account. Peter Kolchinsky is the sole manager of the Adviser. In their respective capacities, each of the Adviser and Dr. Kolchinsky may be deemed to beneficially own the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934.

F4: The Adviser and Dr. Kolchinsky disclaim beneficial ownership of the reported securities for purposes of Rule 16a-1(a)(1) under the Exchange Act in reliance on Rule 16a-1(a)(1)(v) and (vii), respectively, and therefore disclaim any obligation to report ownership of the reported securities under Section 16(a) of the Exchange Act. The filing of this Form 4 shall not be construed as an admission that either the Adviser or Dr. Kolchinsky is or was, for purposes of Rule 16a-1(a)(1) under the Exchange Act, the beneficial owner of any of the securities reported herein. Dr. Kolchinsky and the Adviser disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a)(2) under the Exchange Act except to the extent of their pecuniary interest therein.

F5: Includes 1,788,690 shares held by the Fund and 349,722 shares held in the Account.

F6: Includes 827,049 shares of Common Stock held by the Fund and 172,951 held in the Account, in each case acquired in the Issuer's initial public offering.

F7: Includes 2,615,739 shares held by the Fund and 522,673 shares held in the Account.

F8: Includes 5,042,319 shares of Series B Preferred Stock held by the Fund and 960,442 shares of Series B Preferred Stock held in the Account.

F9: Includes 770,927 shares of Series C Preferred Stock held by the Fund and 176,158 shares of Series C Preferred Stock held in the Account.