SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Desai Neil

(Last) (First) (Middle)
C/O AADI BIOSCIENCE, INC.
17383 SUNSET BOULEVARD, SUITE A250

(Street)
PACIFIC PALISADES CA 90272

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2021
3. Issuer Name and Ticker or Trading Symbol
Aadi Bioscience, Inc. [ AADI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 639,698 I See footnote(1)
Common Stock 1,919,093 I See footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (3) 01/31/2028 Common Stock 31,720 2.2 D
Stock Option (right to buy) (4) 03/13/2030 Common Stock 7,930 3.4 D
Explanation of Responses:
1. Shares held by Anishka Irrevocable 2016 Trust dated October 19, 2016 (the "Irrevocable Trust"). The Reporting Person disclaims beneficial ownership of the shares held by the Irrevocable Trust except to the extent of any pecuniary interest therein, and this filing shall not be deemed an admission that Dr. Desai is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
2. Shares held by Neil Prafulla Desai, Trustee of the Anishka Family Trust (the "Family Trust"). The Reporting Person is trustee of the Family Trust.
3. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Aadi Subsidiary, Inc. Amended and Restated 2014 Equity Incentive Plan (the "2014 Plan")) through each applicable vesting date, twenty five percent (25%) of the shares subject to the option shall vest on the one year anniversary of the Vesting Commencement Date, and, thereafter, one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month on the same day as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean January 31, 2018.
4. Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2014 Plan) through each applicable vesting date, one fourth (1/4th) of the shares subject to the option shall vest annually following the Vesting Commencement Date on the same day as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean March 13, 2020.
Remarks:
President and Chief Executive Officer Exhibit 24 - Power of Attorney
/s/ Neil Desai 08/31/2021
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

      The undersigned, as a Section 16 reporting person of Aadi Bioscience, Inc.
(the "Company"), hereby constitutes and appoints Lance Thibault, Daniel Koeppen,
Kassandra Castillo, Savir Punia and Bridget Balisy the undersigned's true and
lawful attorneys-in-fact to:

      1.  complete and execute Forms 3, 4 and 5 and other forms and all
          amendments thereto as such attorneys-in-fact shall in their discretion
          determine to be required or advisable pursuant to Section 16 of the
          Securities Exchange Act of 1934 (as amended) and the rules and
          regulations promulgated thereunder, or any successor laws and
          regulations, as a consequence of the undersigned's ownership,
          acquisition or disposition of securities of the Company; and

      2.  do all acts necessary in order to file such forms with the Securities
          and Exchange Commission, any securities exchange or national
          association, the Company and such other person or agency as the
          attorneys-in-fact shall deem appropriate.

      The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agent shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 26th day of August, 2021.


                                          Signature:  /s/ Neil Desai
                                                    ----------------------------

                                          Print Name:   Neil Desai
                                                     ---------------------------