SEC Form SC 13D/A filed

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 3)*

ObsEva SA

(Name of Issuer)

Common Stock, par value CHF 0.0769 per share

(Title of Class of Securities)

H5861P103

(CUSIP Number)

Nathalie Auber

Sofinnova Investments, Inc.

3000 Sand Hill Road, Bldg 4, Suite 250

Menlo Park, CA 94025

(650) 681-8420

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

COPY TO:

Jonathan J. Goodwin, Esq.

c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

550 Allerton Street, Redwood City, CA  94063

(650) 321-2400

November 5, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

This 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).

Statement on Schedule 13D

This Amendment No. 3 (“Amendment No. 3”) amends and restates the Statement on Schedule 13D initially filed on February 6, 2017 and amended on October 19, 2017 and February 12, 2020 (as amended, the “Original Schedule 13D”). This Amendment No. 3 relates to the beneficial ownership of Common Stock, par value CHF 0.0769 per share (“Common Stock”), of ObsEva SA, a Swiss corporation (“Issuer”). This Amendment No. 3 is being filed by Sofinnova Venture Partners VIII, L.P., a Delaware limited partnership (“SVP VIII”), Sofinnova Management VIII, L.L.C., a Delaware limited liability company (“SM VIII”), Dr. Michael F. Powell (“Powell”) and Dr. James I. Healy (“Healy” and collectively with SVP VIII, SM VIII, and Powell, the “Reporting Persons”). This Amendment No. 3 is being filed to update the aggregate percentage of the class of securities of the Issuer owned by the Reporting Persons due to dilution caused by the Issuer’s additional sales of Common Stock from time to time since the date of the filing of the Original Schedule 13D. The Issuer reported outstanding Common Stock in the Issuer’s Form 6-K (File No. 001-37993) filed on November 5, 2020 causing a decrease in aggregate percentage ownership by the Reporting Persons of one percent (1%) or more from the percentages reported in the Original Schedule 13D.

(a)       The class of equity securities to which this statement relates is the Common Stock of the Issuer.

(b)       The Issuer’s principal executive offices are located at Chemin des Aulx, 12, 1228 Plan-les-Ouates, Geneva, Switzerland

(a)       The persons and entities filing this Schedule 13D are SVP VIII, SM VIII, Powell and Healy. SM VIII, the general partner of SVP VIII, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP VIII. Healy may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by Healy. Dr. Anand Mehra, a reporting person on the Original Schedule 13D, is no longer a managing member of SM VIII, and accordingly, is no longer a reporting person on this Amendment No. 3.

(b)       The address of the principal place of business for each of the Reporting Persons is c/o Sofinnova Investments, Inc., 3000 Sand Hill Road, Bldg 4, Suite 250, Menlo Park, California 94025.

(c)       The principal occupation of each of the Reporting Persons is the venture capital investment business. The principal business of SVP VIII is to make investments in private and public companies, and the principal business of SM VIII is to serve as the general partner of SVP VIII. Powell and Healy are the managing members of SM VIII. Healy is a director of the Issuer.

(d)       During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       SVP VIII is a Delaware limited partnership. SM VIII is a Delaware limited liability company. Powell and Healy are U.S. citizens.

In August 2013, SVP VIII entered into a Series A investment agreement pursuant to which SVP VIII acquired from the Issuer 156,250 shares of Series A redeemable convertible preferred shares for a purchase price of approximately CHF64 per share, or CHF10,000,00 in the aggregate.

In November 2015, SVP VIII entered into a Series B investment agreement pursuant to which SVP VIII acquired from the Issuer an aggregate 75,439 shares of Series B redeemable convertible preferred shares for a purchase price of approximately US$70.05 per share, or US$5,284,483.18 in the aggregate.

Following the 13-for-1 stock split effected by the Issuer on January 2017 and in connection with the Issuer’s initial public offering of Common Stock (“Offering”), each Series A and Series B preferred share automatically converted into 13 shares of Common Stock or 2,031,250, and 980,707 shares of Common Stock, respectively.

In connection with the Offering, SVP VIII purchased 566,666 shares of Common Stock at US$15 per share, or US$8,499,990 in the aggregate. Such purchase occurred pursuant to and on the terms set forth in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on January 27, 2017 with the Securities and Exchange Commission (the “Prospectus”).

On January 27, 2017, SVP VIII purchased 25,000 shares of Common Stock at an aggregate price of approximately US$11.74 per share, or US$293,507.50 in the aggregate, in open market purchases.

On January 30, 2017, SVP VIII purchased 73,198 shares of Common Stock at an aggregate price of approximately US$11.59 per share, or US$848,159.13 in the aggregate, in open market purchases.

On January 31, 2017, SVP VIII purchased 72,802 shares of Common Stock at an aggregate price of approximately US$11.76 per share, or US$855,787.51 in the aggregate, in open market purchases.

On January 25, 2017, Healy was granted a stock option from the Issuer to purchase 30,000 shares of Common Stock at an exercise price of US$15 per share. The shares underlying this option vest in 36 equal monthly installments, subject to Healy’s continuous service as a director of the Issuer as of such vesting date. Such option will expire on January 25, 2027.

In connection with a private offering by the Issuer (the “Secondary Offering”), on October 9, 2017, SVP VIII entered into a Securities Purchase Agreement among the Issuer, SVP VIII and certain other purchasers (the “Purchase Agreement”), pursuant to which the Issuer agreed to issue and sell to SVP VIII and such other purchasers an aggregate of 5,140,625 shares of Common Stock, at a price per share of $8.00 and prepaid warrants to purchase an aggregate of 2,359,375 shares of Common Stock. Such prepaid warrants are immediately exercisable at a price of US$8.00 per share and will expire in 30 days. SVP VIII purchased 685,417 shares of Common Stock and 314,583 prepaid warrants at an aggregate price of US$8,000,000.00. Such purchase closed on October 13, 2017, and immediately following such closing, SVP VIII exercised such prepaid warrants.

On December 7, 2017, Healy was granted a stock option from the Issuer to purchase 23,070 shares of Common Stock at an exercise price of US$9.49 per share. The shares underlying this option vest in 36 equal monthly installments, subject to Healy’s continuous service as a director of the Issuer as of such vesting date. Such option will expire on December 7, 2027.

On November 27, 2018, Healy was granted a stock option from the Issuer to purchase 24,570 shares of Common Stock at an exercise price of US$13.45 per share. The shares underlying this option vest in 36 equal monthly installments, subject to Healy’s continuous service as a director of the Issuer as of such vesting date. Such option will expire on November 27, 2028.

On January 28, 2020, Healy was granted a stock option from the Issuer to purchase 24,570 shares of Common Stock at an exercise price of US$3.84 per share. The shares underlying this option vest in 12 equal monthly installments, subject to Healy’s continuous service as a director of the Issuer as of such vesting date. Such option will expire on January 27, 2030.

Unless noted above, the source of the funds for all purchases and acquisitions by the Reporting Persons was from working capital. Certain purchases by SVP VIII were made using its working capital funded partially through a line of credit with Silicon Valley Bank in the normal course of business and then paid down from the proceeds from investor capital calls.

Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.

The Reporting Persons hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional Common Stock and/or retain and/or sell all or a portion of the Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

(a,b)   Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. Percentage calculations were made using 55,015,024 as the number of shares of Common Stock as of September 30, 2020 as reported by the Issuer in its Form 6-K (File No. 001-37993) filed on November 5, 2020.

(c)       Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the Common Stock of the Issuer during the past 60 days.

(d)       Under certain circumstances set forth in the limited partnership agreement of SVP VIII, the general partner and limited partners of SVP VIII may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.

(e)       Not applicable.

Pursuant to a lock-up agreement filed as Exhibit B to the Underwriting Agreement entered into with Credit Suisse, Jeffries LLC and Leerlink Partners as Representatives of the several underwriters in connection with the Offering, the Reporting Persons have agreed, subject to limited exceptions, that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of Issuer’s Common Stock or securities convertible into or exchangeable or exercisable for any of Issuer’s Common Stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Issuer’s Common Stock, whether any of these transactions is to be settled by delivery of Issuer’s Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Representatives for a period of 180 days after the date of the Issuer’s Prospectus. The foregoing lock-up does not apply to, among other transactions: (i) any of Issuer’s Common Stock acquired by the Reporting Persons in the Offering or in the open market; (ii) the exercise with cash of options or other similar awards granted pursuant to Issuer’s equity incentive plans described in the Issuer’s Prospectus, provided that such restrictions shall apply to any of the lock-up signatory’s Common Stock issued upon such exercise; (iii) the establishment of any contract, instruction or plan, referred to herein as a Plan, that satisfies all of the requirements of Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that no sales shall be made pursuant to such a Plan prior to the expiration of the 180-day period referred to above; and (iv) transfers to shareholders, members, current or former partners (general or limited) or managers or owners of a similar equity interest in, the lock-up signatory or to any corporation, partnership or other person or entity that is a direct or indirect affiliate of the lock-up signatory, transfers to the estates of any such shareholders, affiliates, partners, members or managers not involving a disposition for value of the Common Stock or transfers that occurs by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or other court order provided that each donee, distributee or transferee, as the case may be, agrees to be subject to the same restrictions as the lock-up signatory. The lock-up is more fully described in Exhibit B to the Underwriting Agreement filed as Exhibit 1.1 in Amendment No. 3 to the Issuer’s Registration Statement on Form F-1 (as amended from time to time) (File No. 333-215383), and is incorporated herein by reference.

The Reporting Persons are party to a Registration Rights Agreement among the Issuer, the Reporting Persons and other shareholders. Subject to the terms of the Registration Rights Agreement, holders of Common Stock having registration rights can demand that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing. The Registration Rights Agreement dated is filed as Exhibit 4.1 in Amendment No. 3 to the Issuer’s Registration Statement on Form S-1 (as amended from time to time) (File No 333-215383), and is incorporated herein by reference.

Healy, in his capacity as a director of the Issuer, along with the other directors of the Issuer, entered into an Indemnification Agreement with the Issuer, as more fully described in the Prospectus and incorporated herein by reference to the form Indemnification Agreement filed as Exhibit 10.5 in Amendment No. 2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-215383).

In connection with the Secondary Offering, SVP VIII entered into: (i) the Purchase Agreement, the form of which is filed as Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on October 11, 2017 (File No. 001-37993) (the “Form 6-K”); (ii) a Registration Rights Agreement with the Issuer and certain other purchasers, the form of which is attached as Exhibit 99.2 to the Form 6-K; and (iii) a Lock-Up Agreement with Jefferies LLC and BMO Capital Markets Corp., in a form that is substantially the same as the form attached as Exhibit C to the Purchase Agreement, provided that the Lock-Up Agreement entered into by SVP VIII will terminate on December 28, 2017. In addition, Healy entered into a Lock-Up Agreement with Jefferies LLC and BMO Capital Markets Corp., the form of which is attached as Exhibit C to the Purchase Agreement. Each such agreement is described more fully in the Form 6-K and is incorporated by reference herein.

SIGNATURES

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.

Date: March 3, 2021

EXHIBIT INDEX

exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of ObsEva SA shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Date: February 12, 2020

exhibit B

Power of Attorney

Nathalie Auber has signed this Schedule 13D as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.