| Item 1. | |
| (a) | Name of issuer:
Artiva Biotherapeutics, Inc. |
| (b) | Address of issuer's principal executive offices:
5505 Morehouse Drive, Suite 100, San Diego, California 92121 |
| Item 2. | |
| (a) | Name of person filing:
Viking Global Investors LP ("VGI"),
Viking Global Opportunities Parent GP LLC ("Opportunities Parent"),
Viking Global Opportunities GP LLC ("Opportunities GP"),
Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"),
Viking Global Opportunities Illiquid Investments Sub-Master LP ("VGOP"),
Viking Global Opportunities Vintage IV GP LLC ("VGOVIV GP"),
Viking Global Opportunities Vintage IV Portfolio GP LLC ("VGOVIV Portfolio GP"),
Viking Global Opportunities Vintage IV (Aggregator) LP ("VGOVIV"),
O. Andreas Halvorsen and Rose S. Shabet (collectively, the "Reporting Persons") |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is: 600 Washington Boulevard, Floor 11, Stamford, Connecticut 06901. |
| (c) | Citizenship:
VGI is a Delaware limited partnership; Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, VGOVIV GP and VGOVIV Portfolio GP are Delaware limited liability companies; VGOP and VGOVIV are Cayman Islands exempted limited partnerships; O. Andreas Halvorsen is a citizen of Norway; and Rose S. Shabet is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
VGI: 2,604,166
VGI provides managerial services to VGOP and VGOVIV. VGI has the authority to dispose of and vote the shares of Common Stock that VGOP and VGOVIV directly own. VGI does not directly own any shares of Common Stock.
Based on Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"), VGI may be deemed to beneficially own the shares of Common Stock that VGOP and VGOVIV directly own.
VGI beneficially owns 2,604,166 shares of Common Stock consisting of 1,822,916 and 781,250 shares of Common Stock directly owned by VGOP and VGOVIV, respectively.
Opportunities Parent: 2,604,166
Opportunities Parent is the sole member of Opportunities GP, which has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio GP (which consists of the shares of Common Stock that VGOP directly owns), and is the sole member of VGOVIV GP, which has the authority to dispose of and vote the shares of Common Stock controlled by VGOVIV Portfolio GP (which consists of the shares of Common Stock that VGOVIV directly owns). Opportunities Parent does not directly own any shares of Common Stock.
Based on Rule 13d-3 under the Act, Opportunities Parent may be deemed to beneficially own the shares of Common Stock that VGOP and VGOVIV directly own.
Opportunities Parent beneficially owns 2,604,166 shares of Common Stock consisting of 1,822,916 and 781,250 shares of Common Stock directly owned by VGOP and VGOVIV, respectively.
Opportunities GP: 1,822,916
Opportunities GP serves as the sole member of Opportunities Portfolio GP and has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio GP, which consists of the shares of Common Stock that VGOP directly owns. In addition, Opportunities GP is the general partner of each of Viking Global Opportunities Intermediate LP, Viking Global Opportunities III LP, and Viking Global Opportunities LP. Opportunities GP does not directly own any shares of Common Stock.
Based on Rule 13d-3 under the Act, Opportunities GP may be deemed to beneficially own the shares of Common Stock that VGOP directly owns.
Opportunities GP beneficially owns 1,822,916 shares of Common Stock consisting of 1,822,916 shares of Common Stock directly owned by VGOP.
Opportunities Portfolio GP: 1,822,916
Opportunities Portfolio GP serves as the general partner of VGOP and has the authority to dispose of and vote the shares of Common Stock that VGOP directly owns. Opportunities Portfolio GP does not directly own any shares of Common Stock.
Based on Rule 13d-3 under the Act, Opportunities Portfolio GP may be deemed to beneficially own the shares of Common Stock that VGOP directly owns.
Opportunities Portfolio GP beneficially owns 1,822,916 shares of Common Stock consisting of 1,822,916 shares of Common Stock directly owned by VGOP.
VGOP: 1,822,916
VGOP has the authority to dispose of and vote the 1,822,916 shares of Common Stock that it owns, which power may be exercised by its general partner, Opportunities Portfolio GP, and by VGI, an affiliate of Opportunities Portfolio GP, which provides managerial services to VGOP.
Viking Global Opportunities LP (a Delaware limited partnership) and Viking Global Opportunities III LP (a Cayman Islands exempted limited partnership), through its investment in Viking Global Opportunities Intermediate LP (a Cayman Islands exempted limited partnership), invest substantially all of their assets in Viking Global Opportunities Master LP (a Cayman Islands exempted limited partnership), which in turn invests through VGOP.
VGOVIV GP: 781,250
VGOVIV GP serves as the sole member of VGOVIV Portfolio GP and has the authority to dispose of and vote the shares of Common Stock controlled by VGOVIV Portfolio GP, which consists of the shares of Common Stock that VGOVIV directly owns. In addition, VGOVIV GP is the general partner of each of Viking Global Opportunities Vintage IV (Offshore) LP and Viking Global Opportunities Vintage IV (Onshore) LP. VGOVIV GP does not directly own any shares of Common Stock.
Based on Rule 13d-3 under the Act, VGOVIV GP may be deemed to beneficially own the shares of Common Stock that VGOVIV directly owns.
VGOVIV GP beneficially owns 781,250 shares of Common Stock consisting of 781,250 shares of Common Stock directly owned by VGOVIV.
VGOVIV Portfolio GP: 781,250
VGOVIV Portfolio GP serves as the general partner of VGOVIV and has the authority to dispose of and vote the shares of Common Stock that VGOVIV directly owns. VGOVIV Portfolio GP does not directly own any shares of Common Stock.
Based on Rule 13d-3 under the Act, VGOVIV Portfolio GP may be deemed to beneficially own the shares of Common Stock that VGOVIV directly owns.
VGOVIV Portfolio GP beneficially owns 781,250 shares of Common Stock consisting of 781,250 shares of Common Stock directly owned by VGOVIV.
VGOVIV: 781,250
VGOVIV has the authority to dispose of and vote the 781,250 shares of Common Stock that it directly owns, which power may be exercised by VGOVIV Portfolio GP, and by VGI, an affiliate of VGOVIV Portfolio GP, which provides managerial services to VGOVIV.
Viking Global Opportunities Vintage IV (Offshore) LP (a Cayman Islands exempted limited partnership) and Viking Global Opportunities Vintage IV (Onshore) LP (a Delaware limited partnership) invest substantially all of their assets in VGOVIV.
O. Andreas Halvorsen and Rose S. Shabet: 2,604,166
Mr. Halvorsen and Ms. Shabet, as Executive Committee Members of Viking Global Partners LLC (general partner of VGI) and Opportunities Parent, have shared authority to dispose of and vote the shares of Common Stock beneficially owned by VGI and Opportunities Parent. Neither Mr. Halvorsen nor Ms. Shabet directly owns any shares of Common Stock.
Based on Rule 13d-3 under the Act, each may be deemed to beneficially own the shares of Common Stock that VGOP and VGOVIV directly own.
Each of Mr. Halvorsen and Ms. Shabet beneficially owns 2,604,166 shares of Common Stock consisting of 1,822,916 and 781,250 shares of Common Stock directly owned by VGOP and VGOVIV, respectively. |
| (b) | Percent of class:
The percentages set forth herein are based on 48,588,198 shares of Common Stock expected to be outstanding following the Issuer's underwritten offering that closed on May 11, 2026, as reported in the Issuer's prospectus on Form 424B5, filed with the Securities and Exchange Commission (the "Commission") on May 8, 2026.
VGI: 5.4%
Opportunities Parent: 5.4%
Opportunities GP: 3.8%
Opportunities Portfolio GP: 3.8%
VGOP: 3.8%
VGOVIV GP: 1.6%
VGOVIV Portfolio GP: 1.6%
VGOVIV: 1.6%
O. Andreas Halvorsen and Rose S. Shabet: 5.4% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
VGI: 0
Opportunities Parent: 0
Opportunities GP: 0
Opportunities Portfolio GP: 0
VGOP: 0
VGOVIV GP: 0
VGOVIV Portfolio GP: 0
VGOVIV: 0
O. Andreas Halvorsen and Rose S. Shabet: 0
|
| | (ii) Shared power to vote or to direct the vote:
VGI: 2,604,166
Opportunities Parent: 2,604,166
Opportunities GP: 1,822,916
Opportunities Portfolio GP: 1,822,916
VGOP: 1,822,916
VGOVIV GP: 781,250
VGOVIV Portfolio GP: 781,250
VGOVIV: 781,250
O. Andreas Halvorsen and Rose S. Shabet: 2,604,166
|
| | (iii) Sole power to dispose or to direct the disposition of:
VGI: 0
Opportunities Parent: 0
Opportunities GP: 0
Opportunities Portfolio GP: 0
VGOP: 0
VGOVIV GP: 0
VGOVIV Portfolio GP: 0
VGOVIV: 0
O. Andreas Halvorsen and Rose S. Shabet: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
VGI: 2,604,166
Opportunities Parent: 2,604,166
Opportunities GP: 1,822,916
Opportunities Portfolio GP: 1,822,916
VGOP: 1,822,916
VGOVIV GP: 781,250
VGOVIV Portfolio GP: 781,250
VGOVIV: 781,250
O. Andreas Halvorsen and Rose S. Shabet: 2,604,166
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The response to Item 4 is incorporated by reference herein. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)