Amended Statement of Ownership (sc 13g/a)
14 Février 2023 - 9:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.3)*
Astria Therapeutics, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
04635X102
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of This
Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
¨ Rule
13d-1(b)
x Rule
13d-1(c)
¨ Rule
13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
| 1. |
|
Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Fairmount Funds Management LLC |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5. |
|
Sole Voting Power
0 |
| |
6. |
|
Shared Voting Power
1,901,397 |
| |
7. |
|
Sole Dispositive Power
0 |
| |
8. |
|
Shared Dispositive Power
1,901,397 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,901,397 |
| 10. |
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
6.9%(1) |
| 12. |
|
Type of Reporting Person (See Instructions)
IA |
(1) Calculated based on 27,501,340 shares of the Issuer’s Common
Stock outstanding as of December 30, 2022, as disclosed on Form 8-K filed by the Issuer with the Securities and Exchange Commission on
January 5, 2023.
| 1. |
|
Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Fairmount SPV I, LLC |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5. |
|
Sole Voting Power
0 |
| |
6. |
|
Shared Voting Power
0 |
| |
7. |
|
Sole Dispositive Power
0 |
| |
8. |
|
Shared Dispositive Power
0 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. |
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
0.0% |
| 12. |
|
Type of Reporting Person (See Instructions)
OO |
| 1. |
|
Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Fairmount SPV II, LLC |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5. |
|
Sole Voting Power
0 |
| |
6. |
|
Shared Voting Power
0 |
| |
7. |
|
Sole Dispositive Power
0 |
| |
8. |
|
Shared Dispositive Power
0 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. |
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
0.0% |
| 12. |
|
Type of Reporting Person (See Instructions)
OO |
| 1. |
|
Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Fairmount Healthcare Fund GP LLC |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5. |
|
Sole Voting Power
0 |
| |
6. |
|
Shared Voting Power
59,953 |
| |
7. |
|
Sole Dispositive Power
0 |
| |
8. |
|
Shared Dispositive Power
59,953 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
59,953 |
| 10. |
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
0.2%(1) |
| 12. |
|
Type of Reporting Person (See Instructions)
OO |
(1) Calculated based on 27,501,340 shares of the Issuer’s Common
Stock outstanding as of December 30, 2022, as disclosed on Form 8-K filed by the Issuer with the Securities and Exchange Commission on
January 5, 2023.
| 1. |
|
Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Fairmount Healthcare Fund II GP LLC |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5. |
|
Sole Voting Power
0 |
| |
6. |
|
Shared Voting Power
1,841,444 |
| |
7. |
|
Sole Dispositive Power
0 |
| |
8. |
|
Shared Dispositive Power
1,841,444 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,841,444 |
| 10. |
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
6.7%(1) |
| 12. |
|
Type of Reporting Person (See Instructions)
OO |
(1) Calculated based on 27,501,340 shares of the Issuer’s Common
Stock outstanding as of December 30, 2022, as disclosed on Form 8-K filed by the Issuer with the Securities and Exchange Commission on
January 5, 2023.
Astria Therapeutics, Inc.
| |
(b) |
Address of Issuer’s Principal Executive Offices |
75 State Street, Suite 1400, Boston,
MA 02109
Item 2.
This Amendment No. 3 to Schedule 13G amends and restates the statements on Schedule 13G originally filed on December 31, 2021, Amendment No. 1 thereto filed on September 22, 2021, and Amendment No. 2 thereto filed on June 17, 2021.
| |
(a) |
Name of Person(s) Filing: |
(A) Fairmount Funds Management LLC
(B) Fairmount SPV I, LLC
(C) Fairmount SPV II, LLC
(D) Fairmount Healthcare Fund GP LLC
(E) Fairmount Healthcare Fund II GP LLC
| |
(b) |
Address of Principal Business Office or, if none, Residence: |
(A) 200 Barr Harbor Drive, Suite 400,
West Conshohocken, PA 19428
(B) 200 Barr Harbor Drive, Suite 400,
West Conshohocken, PA 19428
(C) 200 Barr Harbor Drive, Suite 400,
West Conshohocken, PA 19428
(D) 200 Barr Harbor Drive, Suite 400,
West Conshohocken, PA 19428
(E) 200 Barr Harbor Drive, Suite 400,
West Conshohocken, PA 19428
(A) Delaware
(B) Delaware
(C) Delaware
(D) Delaware
(E) Delaware
| |
(d) |
Title of Class of Securities: |
Common Stock, Par Value $0.001
04635X102
| 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: |
Not applicable.
| (a) |
|
¨ |
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| |
|
|
| (b) |
|
¨ |
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
|
|
| (c) |
|
¨ |
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| |
|
|
| (d) |
|
¨ |
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| |
|
|
| (e) |
|
¨ |
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
|
|
| (f) |
|
¨ |
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
|
|
| (g) |
|
¨ |
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
|
|
| (h) |
|
¨ |
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
|
| (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); |
| |
|
|
| (j) |
|
¨ |
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| |
|
|
| (k) |
|
¨ |
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________. |
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a), (b), and (c)
| Reporting Persons* | |
Number of
Shares
With Sole
Voting
and
Dispositive
Power | | |
Number of
Shares
With Shared
Voting
and
Dispositive
Power | | |
Aggregate
Number of
Shares
Beneficially
Owned | | |
Percentage
of Class
Beneficially
Owned** | |
| Fairmount Funds Management LLC | |
| 0 | | |
| 1,901,397 | | |
| 1,901,397 | | |
| 6.9 | % |
| Fairmount SPV I, LLC | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0.0 | % |
| Fairmount SPV II, LLC | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0.0 | % |
| Fairmount Healthcare Fund GP LLC | |
| 0 | | |
| 59,953 | | |
| 59,953 | | |
| 0.2 | % |
| Fairmount Healthcare Fund II GP LLC | |
| 0 | | |
| 1,841,444 | | |
| 1,841,444 | | |
| 6.7 | % |
| * |
The above figures reflect the beneficial ownership for the Reporting Persons above as of December 31, 2022. |
| ** |
The percentages reported above are calculated based on 27,501,340 shares of the Issuer’s Common Stock outstanding as of December 30, 2022. Percentages shown above subject to rounding adjustments. |
| Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ¨.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group |
Not applicable.
| Item 9. |
Notice of Dissolution of Group |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Signature
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.
Dated: February 14, 2023
| |
FAIRMOUNT FUNDS MANAGEMENT LLC |
| |
|
|
| |
By: |
/s/ Peter Harwin |
/s/Tomas Kiselak |
| |
Name: |
Peter Harwin |
Tomas Kiselak |
| |
Title: |
Managing Member |
Managing Member |
| |
FAIRMOUNT SPV I, LLC |
| |
|
|
| |
By: |
/s/ Peter Harwin |
/s/Tomas Kiselak |
| |
Name: |
Peter Harwin |
Tomas Kiselak |
| |
Title: |
Managing Member |
Managing Member |
| |
FAIRMOUNT SPV II, LLC |
| |
|
|
| |
By: |
/s/ Peter Harwin |
/s/Tomas Kiselak |
| |
Name: |
Peter Harwin |
Tomas Kiselak |
| |
Title: |
Managing Member |
Managing Member |
| |
FAIRMOUNT HEALTHCARE FUND GP LLC |
| |
|
|
| |
By: |
/s/ Peter Harwin |
/s/Tomas Kiselak |
| |
Name: |
Peter Harwin |
Tomas Kiselak |
| |
Title: |
Managing Member |
Managing Member |
| |
FAIRMOUNT HEALTHCARE FUND II GP LLC |
| |
|
|
| |
By: |
/s/ Peter Harwin |
/s/Tomas Kiselak |
| |
Name: |
Peter Harwin |
Tomas Kiselak |
| |
Title: |
Managing Member |
Managing Member |
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