Adverum Biotechnologies Inc.

12/09/2025 | Press release | Distributed by Public on 12/09/2025 16:29

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Frazier Life Sciences Public Fund, L.P.
2. Issuer Name and Ticker or Trading Symbol
Adverum Biotechnologies, Inc. [ADVM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FRAZIER LIFE SCIENCES MANAGEMENT, L., 1001 PAGE MILL RD, BUILDING 4, SUITE B
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025
(Street)
PALO ALTO, CA 94304
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/09/2025 U 4,288,949 D $3.56(1) 0 D(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frazier Life Sciences Public Fund, L.P.
C/O FRAZIER LIFE SCIENCES MANAGEMENT, L.
1001 PAGE MILL RD, BUILDING 4, SUITE B
PALO ALTO, CA 94304
X
FHMLSP, L.P.
FRAZIER LIFE SCIENCES MANAGEMENT, L.P.
1001 PAGE MILL RD, BUILDING 4, SUITE B
PALO ALTO, CA 94304
X
FHMLSP, L.L.C.
FRAZIER LIFE SCIENCES MANAGEMENT, L.P
1001 PAGE MILL RD, BUILDING 4, SUITE B
PALO ALTO, CA 94304
X

Signatures

/s/ Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P. 12/09/2025
**Signature of Reporting Person Date
/s/ Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P. 12/09/2025
**Signature of Reporting Person Date
/s/ Steve R. Bailey, CFO of FHMLSP, L.L.C. 12/09/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects disposition of the Issuer's equity securities on December 9, 2025 upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 24, 2025, by and among Issuer, Eli Lilly and Company ("Parent") and Tigers Acquisition Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger between Issuer and Merger Sub and related tender offer from Merger Sub to the stockholders of the Issuer (the "Offer"). Pursuant to the Offer, Merger Sub purchased each share of the Issuer's Common Stock ("Shares") held by the Reporting Person in exchange for (i) $3.56 per share in cash plus (ii) one non-tradable contingent value right ("CRV") that entitles the holder to receive up to an additional $8.91 per CVR in cash upon the achievement of two milestones described in the Merger Agreement.
(2) The shares are held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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