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: 5AM VENTURES III, L.P. (10% Owner)
Reporting Person: 5AM Co-Investors III, L.P. (10% Owner)
Reporting Person: 5AM Partners III, LLC (10% Owner)
Reporting Person: ROCKLAGE SCOTT M (10% Owner)
Reporting Person: DIEKMAN JOHN D (10% Owner)
Reporting Person: Schwab Andrew J. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-01	Common Stock	C	2862649	—	Acquired	2862649	Indirect
2018-10-01	Common Stock	C	1338679	—	Acquired	4201328	Indirect
2018-10-01	Common Stock	C	662864	—	Acquired	4864192	Indirect
2018-10-01	Common Stock	C	73777	—	Acquired	73777	Indirect
2018-10-01	Common Stock	C	34500	—	Acquired	108277	Indirect
2018-10-01	Common Stock	C	17083	—	Acquired	125360	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-01	Series A Preferred Stock	$	C	9303611	Disposed		Common Stock (2862649)	Indirect
2018-10-01	Series A Preferred Stock	$	C	239776	Disposed		Common Stock (73777)	Indirect
2018-10-01	Series B Preferred Stock	$	C	4350709	Disposed		Common Stock (1338679)	Indirect
2018-10-01	Series B Preferred Stock	$	C	112128	Disposed		Common Stock (34500)	Indirect
2018-10-01	Series C Preferred Stock	$	C	2154311	Disposed		Common Stock (662864)	Indirect
2018-10-01	Series C Preferred Stock	$	C	55522	Disposed		Common Stock (17083)	Indirect

Footnotes

F1: These Secruties are held of record by 5AM Ventures III, L.P. ("Ventures III").

F2: These Securities are held of record by 5AM Co-Investors III, L.P. ("Co-Investors III").

F3: On October 1, 2018, the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock converted into Common Stock on a 3.25-for-one basis, upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.

F4: 5AM Partners III, LLC ("Partners III") is the sole general partner of Ventures III and Co-Investors III. Dr. John D. Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, are the managing members of Partners III, and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures III and Co-Investors III. Each of Partners III, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.