The Carlyle Group Inc.

10/10/2024 | Press release | Distributed by Public on 10/10/2024 14:31

Amendment to Beneficial Ownership Report - Form SC 13D/A

SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

Soleno Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

834203200

(CUSIP Number)

Jeffrey Ferguson

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, D.C. 20004

(202) 729-5626

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 8, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*

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 disclosures provided in a prior cover page.

The information required on 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. 834203200 13D Page 1 of 15 pages
 1 

 Names of Reporting Persons

 The Carlyle Group Inc.

 2

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 3

 SEC Use Only

 4

 Source of Funds (See Instructions)

 OO

 5

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 6

 Citizenship or Place of Organization

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 

 Sole Voting Power

 0

 8

 Shared Voting Power

 3,251,078

 9

 Sole Dispositive Power

 0

10

 Shared Dispositive Power

 3,251,078

11 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,251,078

12

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

13

 Percent of Class Represented by Amount in Row (11)

 8.1%

14

 Type of Reporting Person

 CO

CUSIP No. 834203200 13D Page 2 of 15 pages
 1 

 Names of Reporting Persons

 Carlyle Holdings I GP Inc.

 2

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 3

 SEC Use Only

 4

 Source of Funds (See Instructions)

 OO

 5

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 6

 Citizenship or Place of Organization

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 

 Sole Voting Power

 0

 8

 Shared Voting Power

 3,251,078

 9

 Sole Dispositive Power

 0

10

 Shared Dispositive Power

 3,251,078

11 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,251,078

12

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

13

 Percent of Class Represented by Amount in Row (11)

 8.1%

14

 Type of Reporting Person

 CO

CUSIP No. 834203200 13D Page 3 of 15 pages
 1 

 Names of Reporting Persons

 Carlyle Holdings I GP Sub L.L.C.

 2

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 3

 SEC Use Only

 4

 Source of Funds (See Instructions)

 OO

 5

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 6

 Citizenship or Place of Organization

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 

 Sole Voting Power

 0

 8

 Shared Voting Power

 3,251,078

 9

 Sole Dispositive Power

 0

10

 Shared Dispositive Power

 3,251,078

11 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,251,078

12

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

13

 Percent of Class Represented by Amount in Row (11)

 8.1%

14

 Type of Reporting Person

 OO (Limited Liability Company)

CUSIP No. 834203200 13D Page 4 of 15 pages
 1 

 Names of Reporting Persons

 Carlyle Holdings I L.P.

 2

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 3

 SEC Use Only

 4

 Source of Funds (See Instructions)

 OO

 5

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 6

 Citizenship or Place of Organization

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 

 Sole Voting Power

 0

 8

 Shared Voting Power

 3,251,078

 9

 Sole Dispositive Power

 0

10

 Shared Dispositive Power

 3,251,078

11 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,251,078

12

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

13

 Percent of Class Represented by Amount in Row (11)

 8.1%

14

 Type of Reporting Person

 PN

CUSIP No. 834203200 13D Page 5 of 15 pages
 1 

 Names of Reporting Persons

 CG Subsidiary Holdings L.L.C.

 2

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 3

 SEC Use Only

 4

 Source of Funds (See Instructions)

 OO

 5

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 6

 Citizenship or Place of Organization

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 

 Sole Voting Power

 0

 8

 Shared Voting Power

 3,251,078

 9

 Sole Dispositive Power

 0

10

 Shared Dispositive Power

 3,251,078

11 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,251,078

12

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

13

 Percent of Class Represented by Amount in Row (11)

 8.1%

14

 Type of Reporting Person

 OO (Limited Liability Company)

CUSIP No. 834203200 13D Page 6 of 15 pages
 1 

 Names of Reporting Persons

 TC Group, L.L.C.

 2

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 3

 SEC Use Only

 4

 Source of Funds (See Instructions)

 OO

 5

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 6

 Citizenship or Place of Organization

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 

 Sole Voting Power

 0

 8

 Shared Voting Power

 3,251,078

 9

 Sole Dispositive Power

 0

10

 Shared Dispositive Power

 3,251,078

11 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,251,078

12

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

13

 Percent of Class Represented by Amount in Row (11)

 8.1%

14

 Type of Reporting Person

 OO (Limited Liability Company)

CUSIP No. 834203200 13D Page 7 of 15 pages
 1 

 Names of Reporting Persons

 Carlyle Investment Management L.L.C.

 2

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 3

 SEC Use Only

 4

 Source of Funds (See Instructions)

 OO

 5

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 6

 Citizenship or Place of Organization

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 

 Sole Voting Power

 0

 8

 Shared Voting Power

 3,251,078

 9

 Sole Dispositive Power

 0

10

 Shared Dispositive Power

 3,251,078

11 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,251,078

12

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

13

 Percent of Class Represented by Amount in Row (11)

 8.1%

14

 Type of Reporting Person

 OO (Limited Liability Company)

CUSIP No. 834203200 13D Page 8 of 15 pages
 1 

 Names of Reporting Persons

 Carlyle Genesis UK LLC

 2

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 3

 SEC Use Only

 4

 Source of Funds (See Instructions)

 OO

 5

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 6

 Citizenship or Place of Organization

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 

 Sole Voting Power

 0

 8

 Shared Voting Power

 3,251,078

 9

 Sole Dispositive Power

 0

10

 Shared Dispositive Power

 3,251,078

11 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,251,078

12

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

13

 Percent of Class Represented by Amount in Row (11)

 8.1%

14

 Type of Reporting Person

 OO (Limited Liability Company)

CUSIP No. 834203200 13D Page 9 of 15 pages
 1 

 Names of Reporting Persons

 Abingworth LLP

 2

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 3

 SEC Use Only

 4

 Source of Funds (See Instructions)

 OO

 5

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 6

 Citizenship or Place of Organization

 England and Wales

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 

 Sole Voting Power

 0

 8

 Shared Voting Power

 3,251,078

 9

 Sole Dispositive Power

 0

10

 Shared Dispositive Power

 3,251,078

11 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,251,078

12

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

13

 Percent of Class Represented by Amount in Row (11)

 8.1%

14

 Type of Reporting Person

 PN

CUSIP No. 834203200 13D Page 10 of 15 pages
 1 

 Names of Reporting Persons

 Abingworth Bioventures VII LP

 2

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 3

 SEC Use Only

 4

 Source of Funds (See Instructions)

 OO

 5

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 6

 Citizenship or Place of Organization

 England and Wales

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 

 Sole Voting Power

 0

 8

 Shared Voting Power

 3,251,078

 9

 Sole Dispositive Power

 0

10

 Shared Dispositive Power

 3,251,078

11 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,251,078

12

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

13

 Percent of Class Represented by Amount in Row (11)

 8.1%

14

 Type of Reporting Person

 PN

CUSIP No. 834203200 13D Page 11 of 15 pages

Explanatory Note

This Amendment No. 10 to Schedule 13D ("Amendment No. 10") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on December 27, 2018 (as amended to date, the "Schedule 13D"), relating to the shares of common stock, par value $0.001 per share (the "Common Stock"), of Soleno Therapeutics, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.

CUSIP No. 834203200 13D Page 12 of 15 pages

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) - (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 40,108,265 shares of Common Stock, which includes (i) 38,871,594 shares of Common Stock outstanding as of August 2, 2024, as disclosed in the Issuer's quarterly report on Form 10-Q filed on August 7, 2024, (ii) 22,913 shares of Common Stock underlying stock options exercisable within 60 days as of the date hereof and (iii) 1,213,758 shares of Common Stock underlying the Prefunded Warrants, all of which are currently exercisable.

Reporting Person

Amount
beneficially
owned
Percent
of class
Sole
power to
vote or to
direct the
vote
Shared
power to
vote or to
direct the
vote
Sole power
to dispose
or to direct
the
disposition
Shared
power to
dispose or to
direct the
disposition

The Carlyle Group Inc.

3,251,078 8.1 % 0 3,251,078 0 3,251,078

Carlyle Holdings I GP Inc.

3,251,078 8.1 % 0 3,251,078 0 3,251,078

Carlyle Holdings I GP Sub L.L.C.

3,251,078 8.1 % 0 3,251,078 0 3,251,078

Carlyle Holdings I L.P.

3,251,078 8.1 % 0 3,251,078 0 3,251,078

CG Subsidiary Holdings L.L.C.

3,251,078 8.1 % 0 3,251,078 0 3,251,078

TC Group, L.L.C.

3,251,078 8.1 % 0 3,251,078 0 3,251,078

Carlyle Investment Management L.L.C.

3,251,078 8.1 % 0 3,251,078 0 3,251,078

Carlyle Genesis UK LLC

3,251,078 8.1 % 0 3,251,078 0 3,251,078

Abingworth LLP

3,251,078 8.1 % 0 3,251,078 0 3,251,078

Abingworth Bioventures VII LP

3,251,078 8.1 % 0 3,251,078 0 3,251,078

The amount of Common Stock reported as beneficially owned above includes (i) 2,007,907 shares of Common Stock held of record by Abingworth Bioventures VII LP, (ii) 6,500 shares of Common Stock held of record by Andrew Sinclair for the benefit of Abingworth Bioventures VII LP (iii) 22,913 shares of Common Stock underlying stock options exercisable within 60 days as of the date hereof and (iv) 1,213,758 shares of Common Stock underlying a portion of the Prefunded Warrants, which are currently exercisable.

The amount of securities disclosed excludes 514,666 shares of Common Stock underlying the March 2022 Warrants, which contain a provision prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 4.99% of the total number of shares of Common Stock then issued and outstanding.

CUSIP No. 834203200 13D Page 13 of 15 pages

The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. Abingworth Bioventures VII LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth Bioventures VII LP. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Abingworth Bioventures VII LP, but each disclaims beneficial ownership of such securities.

(c) On October 7, 2024 and October 8, 2024, Abingworth Bioventures VII LP disposed of 849,897 shares of Common Stock in a series of open market transactions pursuant to the 10b5-1 Plan. Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share, are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.

Date

Shares Disposed Of Price Range Weighted Average Price Per
Share

October 7, 2024

22,096 $ 48.03 to $49.39 $ 48.7289

October 8, 2024

827,801 $ 50.54 to $58.10 $ 53.6679

(d) None.

(e) Not applicable.

CUSIP No. 834203200 13D Page 14 of 15 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 10, 2024

The Carlyle Group Inc.
By:

/s/ Anne Frederick, attorney-in-fact

Name: John C. Redett
Title: Chief Financial Officer
Carlyle Holdings I GP Inc.
By:

/s/ Anne Frederick, attorney-in-fact

Name: John C. Redett
Title: Managing Director and Chief Financial Officer
Carlyle Holdings I GP Sub L.L.C.
By: Carlyle Holdings I GP Inc., its sole member
By:

/s/ Anne Frederick, attorney-in-fact

Name: John C. Redett
Title: Managing Director and Chief Financial Officer
Carlyle Holdings I L.P.
By:

/s/ Anne Frederick, attorney-in-fact

Name: John C. Redett
Title: Managing Director
CG Subsidiary Holdings L.L.C.
By:

/s/ Anne Frederick, attorney-in-fact

Name: John C. Redett
Title: Managing Director
TC Group, L.L.C.
By:

/s/ Anne Frederick, attorney-in-fact

Name: John C. Redett
Title: Managing Director
CUSIP No. 834203200 13D Page 15 of 15 pages
Carlyle Investment Management L.L.C.
By:

/s/ Anne Frederick, attorney-in-fact

Name: John C. Redett
Title: Chief Financial Officer
Carlyle Genesis UK LLC
By: Carlyle Investment Management L.L.C., its sole member
By:

/s/ Anne Frederick, attorney-in-fact

Name: John C. Redett
Title: Chief Financial Officer
Abingworth LLP
By:

/s/ John Heard

Name: John Heard
Title: Authorized Signatory
Abingworth Bioventures VII LP
By:

/s/ John Heard

Name: John Heard
Title: Authorized Signatory