Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on 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).
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1
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NAME OF REPORTING PERSON
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Biotechnology Value Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
Delaware
|
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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2,726,500 (1)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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2,726,500 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
2,726,500 (1)
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10
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|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.2% (1)
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12
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TYPE OF REPORTING PERSON
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PN
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|
(1) Represents 2,726,500 Shares (defined in Item 2) underlying certain call options
that are currently exercisable.
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1
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NAME OF REPORTING PERSON
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BVF I GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
0 shares
|
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OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
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EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,726,500 (1)
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PERSON WITH
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7
|
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SOLE DISPOSITIVE POWER
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0 shares
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|
|
8
|
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SHARED DISPOSITIVE POWER
|
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2,726,500 (1)
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9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,726,500 (1)
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10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.2% (1)
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12
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TYPE OF REPORTING PERSON
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|
OO
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|
(1) Represents 2,726,500 Shares underlying certain call options that are currently
exercisable.
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1
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NAME OF REPORTING PERSON
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Biotechnology Value Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
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3
|
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SEC USE ONLY
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|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
0 shares
|
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OWNED BY
|
|
6
|
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SHARED VOTING POWER
|
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EACH
|
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REPORTING
|
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|
2,039,000 (1)
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PERSON WITH
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7
|
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SOLE DISPOSITIVE POWER
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0 shares
|
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|
8
|
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SHARED DISPOSITIVE POWER
|
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2,039,000 (1)
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,039,000 (1)
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|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
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|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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|
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6.1% (1)
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12
|
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TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
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|
|
PN
|
|
(1) Represents 2,039,000 Shares underlying certain call options that are currently
exercisable.
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|
|
|
|
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|
1
|
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NAME OF REPORTING PERSON
|
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|
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|
|
|
|
|
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|
BVF II GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,039,000 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,039,000 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,039,000 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
6.1% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Represents 2,039,000 Shares underlying certain call options that are currently
exercisable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Biotechnology Value Trading Fund OS LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Cayman Islands
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
354,700 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
354,700 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
354,700 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
1.1% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Represents 354,700 Shares underlying certain call options that are currently
exercisable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF Partners OS Ltd.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Cayman Islands
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
354,700 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
354,700 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
354,700 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
1.1% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Represents 354,700 Shares underlying certain call options that are currently
exercisable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF GP HOLDINGS LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,765,500 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,765,500 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,765,500 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
14.3% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Represents 4,765,500 Shares underlying certain call options that are currently
exercisable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF Partners L.P.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
5,231,900 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
15.7% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN, IA
|
|
(1) Represents 5,231,900 Shares underlying certain call options that are currently
exercisable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF Inc.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
5,231,900 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
15.7% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Represents 5,231,900 Shares underlying certain call options that are currently
exercisable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Mark N. Lampert
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
5,231,900 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
15.7% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
(1) Represents 5,231,900 Shares underlying certain call options that are currently
exercisable.
|
Item 1(a).
|
Name of Issuer:
|
Principia Biopharma Inc., a Delaware corporation (the “Issuer”).
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
220 East Grand Avenue
South San Francisco, California 94080
|
Item 2(a).
|
Name of Person Filing
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence
|
Biotechnology Value Fund, L.P. (“BVF”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF I GP LLC (“BVF GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF II GP LLC (“BVF2 GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Trading Fund OS
LP (“Trading Fund OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF Partners OS Ltd. (“Partners
OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF GP Holdings LLC (“BVF GPH”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to
as a “Reporting Person” and collectively as the “Reporting Persons.”
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock,
$0.0001 par value per share (the “Shares”).
74257L108
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
|
|
|
/x/
|
Not applicable.
|
|
|
|
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
|
|
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
|
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
|
|
|
(e)
|
/ /
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
|
|
|
(f)
|
/ /
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
(g)
|
/ /
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
(h)
|
/ /
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
|
|
|
(i)
|
/ /
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
|
|
|
|
|
|
(j)
|
/ /
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
|
(a)
|
Amount beneficially owned:
|
The Reporting Persons hold, in the
aggregate, 52,319 call options that are currently exercisable, representing 5,231,900 Shares underlying such call options.
As of the close of business on August
18, 2020, (i) BVF beneficially owned 2,726,500 Shares, representing 2,726,500 Shares underlying certain call options currently
exercisable, (ii) BVF2 beneficially owned 2,039,000 Shares, representing 2,039,000 Shares underlying certain call options currently
exercisable, and (iii) Trading Fund OS beneficially owned 354,700 Shares, representing 354,700 Shares underlying certain call options
currently exercisable.
BVF GP, as the general partner of BVF,
may be deemed to beneficially own the 2,726,500 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of
BVF2, may be deemed to beneficially own 2,039,000 Shares.
Partners OS, as the general partner
of Trading Fund OS, may be deemed to beneficially own 354,700 Shares.
BVF GPH, as the sole member of each
of BVF GP and BVF2 GP, may be deemed to beneficially own the 4,765,500 Shares beneficially owned by BVF.
Partners, as the investment manager
of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 5,231,900 Shares beneficially
owned in the aggregate by BVF, BVF2, Trading Fund OS, and a certain Partners managed account (the “Partners Managed Account”),
which includes 111,700 Shares underlying certain call options that are currently exercisable that are held in the Partners Managed
Account.
BVF Inc., as the general partner of
Partners, may be deemed to beneficially own the 5,231,900 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer
of BVF Inc., may be deemed to beneficially own the 5,231,900 Shares beneficially owned by BVF Inc.
The foregoing should not be construed
in and of itself as an admission by any Reporting Person as to beneficial ownership of any securities owned by another Reporting
Person. BVF GP disclaims beneficial ownership of the securities beneficially owned by BVF. BVF2 GP disclaims beneficial ownership
of the securities beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the securities beneficially owned by
Trading Fund OS. BVF GPH disclaims beneficial ownership of the securities beneficially owned by BVF and BVF2. Each of Partners,
BVF Inc. and Mr. Lampert disclaims beneficial ownership of the securities beneficially owned by BVF, BVF2, Trading Fund OS, and
the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity
is the beneficial owner of any such securities.
The following percentages are based
on 33,236,216 Shares outstanding as of August 16, 2020, as disclosed in Exhibit 2.1 to the Issuer’s Current Report on Form
8-K filed with the Securities and Exchange Commission on August 17, 2020.
As of the close of business on August
18, 2020, (i) BVF beneficially owned approximately 8.2% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 6.1%
of the outstanding Shares, (iii) Trading Fund OS beneficially owned approximately 1.1% of the outstanding Shares, (iv) BVF GP may
be deemed to beneficially own approximately 8.2% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately
6.1% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own approximately 1.1% of the outstanding Shares,
(vii) BVF GPH may be deemed to beneficially own approximately 14.3% of the outstanding Shares and (viii) each of Partners, BVF
Inc. and Mr. Lampert may be deemed to beneficially own approximately 15.7% of the outstanding Shares (call options representing
less than 1% of the outstanding Shares are held in the Partners Managed Account).
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
See Cover Pages Items 5-9.
|
(ii)
|
Shared power to vote or to direct the vote
|
See Cover Pages Items 5-9.
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
See Cover Pages Items 5-9.
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
See Cover Pages Items 5-9.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not Applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
BVF GP, BVF GPH, Partners, BVF Inc.
and Mr. Lampert share voting and dispositive power over the securities beneficially owned by BVF. BVF2 GP, BVF GPH, Partners, BVF
Inc. and Mr. Lampert share voting and dispositive power over the securities beneficially owned by BVF2. Partners, BVF Inc. and
Mr. Lampert share voting and dispositive power over the securities beneficially owned by Trading Fund OS and the Partners Managed
Accounts.
|
Item 7.
|
Identification and Classification of the Subsidiary That 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.
|
See Exhibit 99.1.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
By signing below each of
the undersigned certifies that, to the best of its 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.
SIGNATURE
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: August 19, 2020
BIOTECHNOLOGY VALUE FUND, L.P.
|
|
BIOTECHNOLOGY VALUE TRADING FUND OS LP
|
|
|
|
|
By:
|
BVF I GP LLC., its general partner
|
|
By:
|
BVF Partners L.P., its investment manager
|
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF I GP LLC
|
|
|
|
|
|
|
BVF GP HOLDINGS LLC
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark Lampert
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
|
|
|
|
|
BVF PARTNERS L.P.
|
By:
|
BVF II GP LLC, its general partner
|
|
|
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF II GP LLC
|
|
|
|
|
|
|
BVF INC.
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF PARTNERS OS LTD.
|
|
|
|
|
|
|
/s/ Mark N. Lampert
|
By:
|
BVF Partners L.P., its sole member
|
|
MARK N. LAMPERT
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|