SEC Form SC 13D/A filed by Mirum Pharmaceuticals Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
Mirum Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
604749 101
(CUSIP Number)
Steve R. Bailey
601 Union Street, Suite 3200
Seattle, WA 98101
Telephone: (206) 621-7200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 12, 2023
(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 §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. |
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).
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
Frazier Life Sciences IX, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
3,566,912 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
3,566,912 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,566,912 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Consists of 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 2
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
FHMLS IX, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
3,566,912 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
3,566,912 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,566,912 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Consists of 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 3
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
FHMLS IX, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
3,566,912 shares (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,566,912 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,566,912 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Consists of 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 4
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
Frazier Life Sciences Public Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
503,057 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
503,057 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
503,057 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.3% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Consists of 503,057 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 5
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
FHMLSP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
503,057 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
503,057 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
503,057 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.3% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Consists of 503,057 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 6
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
FHMLSP, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
503,057 shares (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
503,057 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
503,057 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.3% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Consists of 503,057 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 7
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
Frazier Life Sciences Public Overage Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
137,845 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
137,845 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
137,845 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Consists of 137,845 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 8
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
FHMLSP Overage, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
137,845 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
137,845 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
137,845 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Consists of 137,845 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 9
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
FHMLSP Overage, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
137,845 shares (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
137,845 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
137,845 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Consists of 137,845 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 10
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
Frazier Life Sciences XI, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
152,293 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
152,293 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
152,293 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Consists of 152,293 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 11
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
FHMLS XI, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
152,293 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
152,293 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
152,293 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Consists of 152,293 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 12
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
FHMLS XI, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
152,293 shares (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
152,293 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
152,293 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Consists of 152,293 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 13
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
James N. Topper | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
4,360,107 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
4,360,107 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,360,107 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
11.5% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Consists of (i) 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P., (ii) 503,057 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (iii) 137,845 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. and (iv) 152,293 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 14
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
Patrick J. Heron | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
51,000 shares (1) | ||||
| 8. | Shared Voting Power
4,360,107 shares (2) | |||||
| 9. | Sole Dispositive Power
51,000 shares (1) | |||||
| 10. | Shared Dispositive Power
4,360,107 shares (2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,411,107 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
11.6% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Consists of 51,000 shares of Common Stock that are issuable upon the exercise of options held directly by Mr. Heron that are exercisable within 60 days of April 12, 2023. |
| (2) | Consists of (i) 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P., (ii) 503,057 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (iii) 137,845 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. and (iv) 152,293 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P. |
| (3) | Based on (i) 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023 and (ii) 51,000 shares of Common Stock that are issuable upon the exercise of options held directly by Mr. Heron that are exercisable within 60 days of April 12, 2023. |
Page 15
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
Albert Cha | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
640,902 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
640,902 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
640,902 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.7% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Consists of (i) 503,057 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. and (ii) 137,845 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 16
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
James Brush | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
640,902 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
640,902 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
640,902 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.7% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Consists of (i) 503,057 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. and (ii) 137,845 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 17
CUSIP No. 604749 101
| 1. |
Name of Reporting Persons.
Daniel Estes | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
152,293 shares (1) | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
152,293 shares (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
152,293 shares (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Consists of 152,293 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P. |
| (2) | Based on 37,950,968 shares of Common Stock outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023. |
Page 18
CUSIP No. 604749 101
| Item 1. | Security and Issuer. |
This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D amends the statement on Schedule 13D filed on July 26 2019 (the “Original Schedule 13D”) as amended on April 29, 2020, December 18, 2020 and August 16, 2022 (the “Prior Amendments”, and together with the Original Schedule 13D and this Amendment No. 4, the “Schedule 13D”) with respect to the Common Stock of Mirum Pharmaceuticals, Inc. (the “Issuer”), having its principal executive office at 950 Tower Lane, Suite 1050, Foster City, California 94404. Except as otherwise specified in this Amendment No. 4, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged. All capitalized terms used in this Amendment No. 4 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendments.
| Item 2. | Identity and Background |
| (a) | The entities and persons filing this statement (collectively, the “Reporting Persons”) are: |
Frazier Life Sciences IX, L.P. (“FLS IX”)
FHMLS IX, L.P.
FHMLS IX, L.L.C.
Frazier Life Sciences Public Fund, L.P. (“FLSPF”)
FHMLSP, L.P.
FHMLSP, L.L.C.
Frazier Life Sciences Public Overage Fund, L.P. (“FLSPOF”)
FHMLSP Overage, L.P.
FHMLSP Overage, L.L.C.
Frazier Life Sciences XI, L.P. (“FLS XI”)
FHMLS XI, L.P.
FHMLS XI, L.L.C.
James N. Topper (“Topper”)
Patrick J. Heron (“Heron”)
Albert Cha (“Cha”)
James Brush (“Brush”)
Daniel Estes (“Estes”)
| (b) | The address of the principal place of business for each of the Reporting Persons is: |
c/o Frazier Life Sciences Management, L.P.
70 Willow Road, Suite 200
Menlo Park, CA 94025
| (c) | FLS IX is a venture capital fund concentrating in life sciences and related fields. The sole business of FHMLS IX, L.P. is to serve as general partner of FLS IX. The sole business of FHMLS IX, L.L.C. is to serve as general partner of FHMLS IX, L.P. |
FLSPF is a venture capital fund concentrating in life sciences and related fields. The sole business of FHMLSP, L.P. is to serve as general partner of FLSPF. The sole business of FHMLSP, L.L.C. is to serve as general partner of FHMLSP, L.P.
Page 19
FLSPOF is a venture capital fund concentrating in life sciences and related fields. The sole business of FHMLSP Overage, L.P. is to serve as general partner of FLSPOF. The sole business of FHMLSP Overage, L.L.C. is to serve as general partner of FHMLSP Overage, L.P.
FLS XI is a venture capital fund concentrating in life sciences and related fields. The sole business of FHMLS XI, L.P. is to serve as general partner of FLS XI. The sole business of FHMLS XI, L.L.C. is to serve as general partner of FHMLS XI, L.P.
The principal business of Topper and Heron is to manage FLS IX, FHMLS IX, L.P., FHMLS IX, L.L.C., FLSPF, FHMLSP, L.P., FHMLSP, L.L.C., FLSPOF, FHMLSP Overage, L.P., FHMLSP Overage, L.L.C., FLS XI, FHMLS XI, L.P., FHMLS XI, L.L.C. and a number of affiliated partnerships with similar businesses.
The principal business of Cha and Brush is to manage FLSPF, FHMLSP, L.P., FHMLSP, L.L.C., FLSPOF, FHMLSP Overage, L.P., FHMLSP Overage, L.L.C. and a number of affiliated partnerships with similar businesses.
The principal business of Estes is to manage FLS XI, FHMLS XI, L.P., FHMLS XI, L.L.C. and a number of affiliated partnerships with similar businesses.
| (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) | Citizenship: |
| Entities: | FLS IX | — | Delaware, U.S.A. | |||
| FHMLS IX, L.P. | — | Delaware, U.S.A. | ||||
| FHMLS IX, L.L.C. | — | Delaware, U.S.A. | ||||
| FLSPF | — | Delaware, U.S.A. | ||||
| FHMLSP, L.P. | — | Delaware, U.S.A. | ||||
| FHMLSP, L.L.C. | — | Delaware, U.S.A. | ||||
| FLSPOF | — | Delaware, U.S.A. | ||||
| FHMLSP Overage, L.P. | — | Delaware, U.S.A. | ||||
| FHMLSP Overage, L.L.C. | — | Delaware, U.S.A. | ||||
| FLS XI | — | Delaware, U.S.A. | ||||
| FHMLS XI, L.P. | — | Delaware, U.S.A. | ||||
| FHMLS XI, L.L.C. | — | Delaware, U.S.A. | ||||
| Individuals: | Topper | — | United States Citizen | |||
| Heron | — | United States Citizen | ||||
| Cha | — | United States Citizen | ||||
| Brush | — | United States Citizen | ||||
| Estes | — | United States Citizen | ||||
Page 20
| Item 3. | Source and Amount of Funds or Other Consideration |
Prior to the Issuer’s initial public offering (the “IPO”), FLS IX purchased from the Issuer in a series of private transactions, 24,935,300 shares of Series A Preferred Stock for an aggregate purchase price of $25,000,008.84. Upon closing of the IPO, the shares of Series A Preferred Stock held by FLS IX automatically converted into Common Stock of the Issuer on an 8-to-1 basis, resulting in FLS IX holding a total of 3,116,912 shares of Common Stock at such time. In addition, at the time of the IPO, FLS IX purchased an aggregate of 450,000 shares of Common Stock of the Issuer at the IPO price of $15.00 per share.
On August 12, 2022, FLSPF purchased an aggregate of 503,057 shares of Common Stock of the Issuer for an approximate total purchase price of $4,847,986. Since August 12, 2022, FLSPF has purchased an aggregate of 292,275 shares of Common Stock of the Issuer at weighted average price per shares ranging between $19.4859 and $23.3414.
On August 12, 2022, FLS XI purchased an aggregate of 152,293 shares of Common Stock of the Issuer for an approximate total purchase price of $1,152,001. Since August 12, 2022, FLS XI has purchased an aggregate of 102,206 shares of Common Stock of the Issuer at weighted average price per shares ranging between $19.4859 and $23.3414.
On April 12, 2023, FLSPOF purchased an aggregate of 137,845 shares of Common Stock of the Issuer at a weighted average price per share of $23.3414.
FLS IX holds 3,566,912 shares of Common Stock of the Issuer as of the date of this filing (the “FLS Shares”), FLSPF holds 503,057 shares of Common Stock of the Issuer as of the date of this filing (the “FLSPF Shares”), FLSPOF holds 137,845 shares of Common Stock of the Issuer as of the date of this filing (the “FLSPOF Shares”), and FLS XI holds 152,293 shares of Common Stock of the Issuer as of the date of this filing (the “FLS XI Shares”).
The working capital of FLS IX, FLSPF, FLSPOF and FLS XI was the source of the funds for the purchase of the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares and the FLS XI Shares. No part of the purchase price of the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares or the FLS XI Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares and the FLS XI Shares.
| Item 4. | Purpose of Transaction |
Each of FLS IX, FLSPF, FLSPOF and FLS XI acquired the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares and the FLS XI Shares, as the case may be, for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, FLS IX, FLSPF, FLSPOF and FLS XI and the other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
Page 21
| (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| (f) | Any other material change in the Issuer’s business or corporate structure; |
| (g) | Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or |
| (j) | Any action similar to any of those enumerated above. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | FLS IX is the record owner of the FLS IX Shares. As the sole general partner of FLS IX, FHMLS IX, L.P. may be deemed to beneficially own the FLS IX Shares. As the sole general partner of FHMLS IX, L.P., FHMLS IX, L.L.C. may be deemed to beneficially own the FLS IX Shares. As members of FHMLS IX, L.L.C., each of Topper and Heron may be deemed to beneficially own the FLS IX Shares. |
FLSPF is the record owner of the FLSPF Shares. As the sole general partner of FLSPF, FHMLSP, L.P. may be deemed to beneficially own the FLSPF Shares. As the sole general partner of FHMLSP, L.P., FHMLSP, L.L.C. may be deemed to beneficially own the FLSPF Shares. As members of FHMLSP, L.L.C., each of Topper, Heron, Cha and Brush may be deemed to beneficially own the FLSPF Shares.
FLSPOF is the record owner of the FLSPOF Shares. As the sole general partner of FLSPOF, FHMLSP Overage, L.P. may be deemed to beneficially own the FLSPOF Shares. As the sole general partner of FHMLSP Overage, L.P., FHMLSP Overage, L.L.C. may be deemed to beneficially own the FLSPOF Shares. As members of FHMLSP Overage, L.L.C., each of Topper, Heron, Cha and Brush may be deemed to beneficially own the FLSPOF Shares.
FLS XI is the record owner of the FLS XI Shares. As the sole general partner of FLS XI, FHMLS XI, L.P. may be deemed to beneficially own the FLS XI Shares. As the sole general partner of FHMLS XI, L.P., FHMLS XI, L.L.C. may be deemed to beneficially own the FLS XI Shares. As members of FHMLS XI, L.L.C., each of Topper, Heron and Estes may be deemed to beneficially own the FLS XI Shares.
The percentage of outstanding Common Stock of the Issuer, which may be deemed to be beneficially owned by each Reporting Person, is set forth on Line 13 of such Reporting Person’s cover sheet. For each Reporting Person other than Heron, such percentage was calculated based on the 37,950,968 shares of Common Stock that were outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023.
Heron’s percentage was calculated based on (i) 37,950,968 shares of Common Stock that were outstanding on March 3, 2023 as set forth in the Issuer’s Form 10-K as filed with the SEC on March 8, 2023, and (ii) 51,000 shares of Common Stock that are issuable upon the exercise of options held directly by Mr. Heron that are exercisable within 60 days of April 12, 2023.
Page 22
| (b) | Regarding the number of shares as to which such person has: |
| a. | Sole power to vote or to direct the vote: See line 7 of cover sheets. |
| b. | Shared power to vote or to direct the vote: See line 8 of cover sheets. |
| c. | Sole power to dispose or to direct the disposition: See line 9 of cover sheets. |
| d. | Shared power to dispose or to direct the disposition: See line 10 of cover sheets. |
| (c) | Information with respect to transactions in the Securities which were effected within the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by the Reporting Persons is set forth below. |
FLS IX:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
FHMLS IX, L.P.:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
FHMLS IX, L.L.C:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
FLSPF:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions)* | ||||
| 4/12/2023 | Purchase | 266,155 | Common Stock | $23.3414 |
| * | Reflects the weighted average price per share. |
Page 23
FHMLSP, L.P.:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
FHMLSP, L.L.C.:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
FLSPOF:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions)* | ||||
| 4/12/2023 | Purchase | 137,845 | Common Stock | $23.3414( |
| * | Reflects the weighted average price per share. |
FHMLSP Overage, L.P.:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
FHMLSP Overage, L.L.C.:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
FLS XI:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions)* | ||||
| 4/12/2023 | Purchase | 96,000 | Common Stock | $23.3414* |
| * | Reflects the weighted average price per share. |
Page 24
FHMLS XI, L.P.:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
FHMLS XI, L.L.C.:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
Heron:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
Topper:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
Cha:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
Brush:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
Estes:
| Date of |
Type of |
Quantity |
Class of Stock |
Price Per Share (excluding commissions) | ||||
| N/A | N/A | N/A | N/A | N/A |
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| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares, the FLS XI Shares beneficially owned by any of the Reporting Persons, other than the respective limited partners, general partners, members and/or beneficiaries of such Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Investors’ Rights Agreement
Pursuant to the terms of an Investors’ Rights Agreement with the Issuer dated November 5, 2018, certain holders of the Issuers common stock, including FLS IX, is entitled to rights with respect to the registration of their shares of Common Stock (the “registerable securities”) under the Securities Act of 1933, as amended. Beginning 180 days after the completion of the IPO, the holders of a majority of the then-outstanding registrable securities have demand rights to request the registration on Form S-1 of their registrable securities, provided the anticipated aggregate offering price, net of selling expenses, would exceed $10.0 million. The Issuer is required to file up to two registration statements that are declared effective upon exercise of these demand registration rights. In addition, the holders of a majority of the then-outstanding registrable securities can request that the Issuer register all or part of their shares on Form S-3 if the Issuer is eligible to file a registration statement on Form S-3 and if the aggregate price to the public of the shares offered, net of selling expenses, is at least $1.0 million. The stockholders may only require two registration statements on Form S-3 in a 12-month period. If the Issuer registers any of its securities for public sale, holders of then-outstanding registrable securities or their permitted transferees will have the right to include their registrable securities in such registration statement, subject to certain exclusions. All of these registration rights will expire, with respect to any particular holder, five years after the effective date of the IPO, or if earlier the date such stockholder (a) holds less than 1% of the Issuer’s outstanding Common Stock (including shares issuable on conversion of outstanding convertible preferred stock) or (b) can sell all of its shares under Rule 144 of the Securities Act during any 90-day period.
Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
| Item 7. | Material to Be Filed as Exhibits |
Exhibit A - Agreement regarding filing of joint Schedule 13D.
Exhibit B - Investors’ Rights Agreement.
Page 26
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: April 14, 2023 | FRAZIER LIFE SCIENCES IX, L.P. | |||||
| By FHMLS IX, L.P., its general partner | ||||||
| By FHMLS IX, L.L.C., its general partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: April 14, 2023 | FHMLS IX, L.P. | |||||
| By FHMLS IX, L.L.C., its general partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: April 14, 2023 | FHMLS IX, L.L.C. | |||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: April 14, 2023 | FRAZIER LIFE SCIENCES PUBLIC FUND, L.P. | |||||
| By: FHMLSP, L.P., its General Partner | ||||||
| By: FHMLSP, L.L.C., its General Partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: April 14, 2023 | FHMLSP, L.P. | |||||
| By: FHMLSP, L.L.C., its General Partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: April 14, 2023 | FHMLSP, L.L.C. | |||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
Page 27
| Date: April 14, 2023 | FRAZIER LIFE SCIENCES PUBLIC OVERAGE FUND, L.P. | |||||
| By: FHMLSP Overage, L.P., its General Partner | ||||||
| By: FHMLSP Overage, L.L.C., its General Partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: April 14, 2023 | FHMLSP OVERAGE, L.P. | |||||
| By FHMLSP Overage, L.L.C., its General Partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: April 14, 2023 | FHMLSP OVERAGE, L.L.C. | |||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: April 14, 2023 | FRAZIER LIFE SCIENCES XI, L.P. | |||||
| By FHMLS XI, L.P., its general partner | ||||||
| By FHMLS XI, L.L.C., its general partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: April 14, 2023 | FHMLS XI, L.P. | |||||
| By FHMLS XI, L.L.C., its general partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: April 14, 2023 | FHMLS XI, L.L.C. | |||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: April 14, 2023 | By: | /s/ James N. Topper* | ||||
| James N. Topper | ||||||
Page 28
| Date: April 14, 2023 | By: | /s/ Patrick J. Heron* | ||||
| Patrick J. Heron | ||||||
| Date: April 14, 2023 | By: | /s/ Albert Cha** | ||||
| Albert Cha | ||||||
| Date: April 14, 2023 | By: | /s/ James Brush** | ||||
| James Brush | ||||||
| Date: April 14, 2023 | By: | /s/ Daniel Estes*** | ||||
| Daniel Estes | ||||||
| Date: August 16, 2022 | By: | /s/ Steve R. Bailey | ||||
| Steve R. Bailey, as Attorney-in-Fact | ||||||
| * | This Schedule 13D was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017. |
| ** | This Schedule 13D was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021. |
| *** | This Schedule 13D was executed by Steve R. Bailey on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022. |
Page 29
Exhibit Index
| Exhibit A - | Agreement regarding filing of joint Schedule 13D. | |
| Exhibit B - | Investors’ Rights Agreement (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 filed with the Commission on June 21, 2019). | |
Page 30