SC 13G/A

NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Invus Public Equities, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

SC 13G/A 1 d395595dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

Aravive, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

03890D108

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 03890D108		13G

Invus Public Equities, L.P. holds 4,572,515 shares of Common Stock and warrants to purchase an additional 7,609,522 shares of Common Stock, subject to a 9.99% beneficial ownership limitation in the warrants. As a result, as of December 31, 2022, the Reporting Persons beneficially owned an aggregate of 6,132,553 shares of Common Stock, consisting of (i) 4,572,515 shares of Common Stock and (ii) 1,560,038 shares of Common Stock issuable upon exercise of certain of the warrants. Calculations are based on (i) 59,826,881 shares of Common Stock outstanding as of November 15, 2022, based on information reported in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on November 30, 2022, plus (ii) 1,560,038 shares of Common Stock issuable upon exercise of certain of the warrants, which due to the beneficial ownership limitation is the maximum number of shares that could be issued upon exercise of the warrants as of December 31, 2022. See Item 4.


CUSIP No. 03890D108		13G


CUSIP No. 03890D108		13G


CUSIP No. 03890D108		13G


CUSIP No. 03890D108		13G


CUSIP No. 03890D108		13G


CUSIP No. 03890D108		13G


CUSIP No. 03890D108		13G

Item 1(a).

Name of Issuer:

Aravive, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

River Oaks Tower, 3730 Kirby Drive, Suite 1200, Houston, Texas 77098

Item 2(a).

Name of Person Filing:

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Item 2(c).

Citizenship:

(i) Invus Public Equities, L.P. (“Invus Public Equities”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Bermuda limited partnership

(ii) Invus Public Equities Advisors, LLC (“Invus PE Advisors”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Delaware limited liability company

(iii) Artal International S.C.A. (“Artal International”)

SEC Form SC 13G/A filed by Aravive Inc. (Amendment)