SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Carlyle Group Inc. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SOLENO THERAPEUTICS INC [ SLNO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/28/2023
	4. If Amendment, Date of 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
	Rule 10b5-1(c) Transaction Indication 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.

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	09/28/2023		C(1)		329,930	A	$1.75	1,531,436	I	See Footnotes(2)(3)

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 Securities Underlying Derivative Security (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: 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
Tranche A Warrants	$1.75	09/28/2023		C(1)			1,092,056	(4)	(4)	Common Stock	1,092,056	$0.00	0	I	See Footnotes(2)(3)
Prefunded Warrants	$0.01	09/28/2023		C(1)		762,126		(5)	(5)	Common Stock	762,126	$1.75	762,126	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person* Carlyle Group Inc. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Holdings I GP Inc. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Holdings I GP Sub L.L.C. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Holdings I L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* CG Subsidiary Holdings L.L.C. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* TC Group, LLC (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220 S (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Investment Management LLC (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Genesis UK LLC (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* Abingworth LLP (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* Abingworth Bioventures VII LP (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

Explanation of Responses:

1. On September 28, 2023, Abingworth Bioventures VII LP ("ABV VII") exercised the Tranche A Warrants, which resulted in the issuance of 329,930 shares of Common Stock and 762,126 prefunded warrants to purchase common stock (the "Prefunded Warrants").

2. Reflects securities held of record by ABV VII. 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 (each of the foregoing entities, the "Carlyle Entities").

3. Carlyle Genesis UK LLC is the principal member of Abingworth LLP. ABV VII has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by ABV VII. Each of the Carlyle Entities may be deemed to share beneficial ownership of the securities held of record by ABV VII or beneficially owned by Abingworth LLP. Each of them disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein.

4. The Tranche A Warrants are immediately exercisable and must be exercised within 30 days of announcement of positive top-line data from the randomized withdrawal period of the Issuer's Study C602 and will expire if positive top-line data is not announced prior to the 3.5 year anniversary of the date of issuance. However, the Tranche A Warrants contain provisions preventing the Tranche A Warrants from being exercised if such exercise would result ABV VII obtaining greater than 9.99% of the Issuer's voting securities.

5. The Prefunded Warrants are immediately exercisable and do not expire. However, the Prefunded Warrants contain provisions preventing the Prefunded Warrants from being exercised if such exercise would result in ABV VII beneficially owning greater than 9.99% of the Issuer's voting securities.

Remarks:

Exhibit 24 - Power of Attorney.

	The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer	10/02/2023
	Carlyle Holdings I GP Inc., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer	10/02/2023
	Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer	10/02/2023
	Carlyle Holdings I L.P., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director	10/02/2023
	CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director	10/02/2023
	TC Group, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director	10/02/2023
	Carlyle Investment Management, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer	10/02/2023
	Carlyle Genesis UK LLC, By: Carlyle Investment Management, L.L.C., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer	10/02/2023
	Abingworth LLP, By: /s/ John Heard, Authorized Signatory	10/02/2023
	Abingworth Bioventures VII LP, By: /s/ John Heard, Authorized Signatory	10/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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                               POWER OF ATTORNEY

      The undersigned understands that, from time to time, the Carlyle Companies
(defined below) are required to prepare, execute, and file certain federal and
state securities laws filings.

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jeffrey Ferguson, Jeremy Anderson, Chintan Bhatt, Anne
Frederick, Erica Herberg, Anat Holtzman, Andrew Howlett-Bolton, Joshua
Lefkowitz, David Lobe, Elizabeth Muscarella, Sanket Patel, Robert Rosen, and
Catherine Ziobro, or any of them signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:


      (1) prepare, execute in the name of each Carlyle Company and on behalf of
          each Carlyle Company, and submit to the U.S. Securities and Exchange
          Commission (the "SEC") a Form ID, including amendments thereto, and
          any other documents necessary or appropriate to obtain codes and
          passwords enabling the undersigned to make electronic filings with the
          SEC of Forms D ("Form D") required to be filed in accordance with
          Rule 503 ("Rule 503") promulgated with respect to Sections 4(2), 4(6)
          and 3(b) of the Securities Act of 1933, as amended (the "1933 Act")
          and reports required by Sections 13(d) and 16(a) of the Securities
          Exchange Act of 1934, as amended (the "1934 Act") or any rule or
          regulation of the SEC;

      (2) prepare and execute for and on behalf of each Carlyle Company, in the
          undersigned's capacity as a Chairman, authorized person, officer
          and/or director of each Carlyle Company, federal and state securities
          laws filings including without limitation Forms D pursuant to Rule 503
          and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with
          Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

      (3) do and perform any and all acts for and on behalf of each Carlyle
          Company that may be necessary or desirable to complete and execute any
          such federal and state securities laws filings including without
          limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5,
          complete and execute any amendment or amendments thereto, and timely
          file such form with the SEC and the securities administrators of any
          state, the District of Columbia, the Commonwealth of Puerto Rico, Guam
          and the United States Virgin Islands or their designees and any stock
          exchange or similar authority; and

      (4) take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted, whether the same needs to be executed, taken or done by him in his
capacity as a current or former member, partner, shareholder, director or
officer of any company, partnership, corporation, organization, firm, branch or
other entity connected with, related to or affiliated with any of the entities
constituting the Carlyle Companies or entities that directly or indirectly hold
interests in the Carlyle Companies.

      The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with federal and state
securities laws, including without limitation Rule 503 of the 1933 Act or
Section 13 and Section 16 of the 1934 Act.

      This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event. Actions taken by an attorney-
in-fact pursuant to this Power of Attorney shall be as valid as if any event
described in the preceding sentence had not occurred, whether or not the
attorney-in-fact shall have received notice of such event. Notwithstanding the
foregoing, (i) in the event that an attorney-in-fact is no longer employed by
The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney
and all authority conferred hereby shall be immediately terminated with respect
to such Attorney, and (ii) the undersigned may terminate or revoke this Power of
Attorney at any time.

      For purposes hereof, the "Carlyle Companies" shall consist of: (i) Carlyle
Group Management L.L.C., The Carlyle Group Inc., Carlyle Holdings I GP Inc.,
Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group, L.L.C.,
Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG Subsidiary
Holdings L.L.C., TC Group Investment Holdings Limited Partner L.L.C., TC Group
Investment Holdings, L.P., Carlyle Holdings III GP L.P., Carlyle Holdings III GP
Sub L.L.C., Carlyle Holdings III L.P., TC Group Cayman L.P., TC Group Sub L.P.,
TC Group Investment Holdings Sub L.P., TC Group Cayman Investment Holdings,
L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman, L.P., TC
Group Cayman Sub L.P., Five Overseas CG Investment L.L.C. and (ii) the
subsidiaries and affiliates of the foregoing in clause (i), including without
limitation investment funds sponsored directly or indirectly by one or more of
the Carlyle Companies.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 1st day of October, 2023.

                                          By: /s/ John C. Redett
                                              -----------------------
                                          Name: John C. Redett
                                          Title: Chief Financial Officer