UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
AnaptysBio, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
032724106
(CUSIP Number)
April 29, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
611,746 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
611,746 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
611,746 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
2.2% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | Consists of 611,746 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
611,746 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
611,746 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
611,746 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
2.2% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | Consists of 611,746 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
611,746 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
611,746 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
611,746 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
2.2% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | Consists of 611,746 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
68,376 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
68,376 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
68,376 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.3% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | Consists of 68,376 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
68,376 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
68,376 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
68,376 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.3% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | Consists of 68,376 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
68,376 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
68,376 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
68,376 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.3% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | Consists of 68,376 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names of Reporting Persons
Frazier Life Sciences X, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
81,772 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
81,772 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
81,772 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.3% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | Consists of 81,772 shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P. |
| (2) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names of Reporting Persons
FHMLS X, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
81,772 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
81,772 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
81,772 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.3% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | Consists of 81,772 shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P. |
| (2) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names of Reporting Persons
FHMLS X, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
81,772 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
81,772 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
81,772 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.3% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | Consists of 81,772 shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P. |
| (2) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
174,785 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
174,785 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
174,785 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.6% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | Consists of 174,785 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
174,785 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
174,785 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
174,785 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.6% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | Consists of 174,785 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
174,785 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
174,785 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
174,785 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.6% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | Consists of 174,785 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names of Reporting Persons
Frazier Healthcare VII, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
700,171 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
700,171 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
700,171 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
2.6% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | Consists of 700,171 shares of Common Stock held directly by Frazier Healthcare VII, L.P. FHM VII, L.P. is the general partner of Frazier Healthcare VII, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Patrick J. Heron, James N. Topper, Alan Frazier, Nader Naini, Nathan Every and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII, L.P. |
| (2) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names of Reporting Persons
Frazier Healthcare VII-A, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
199,529 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
199,529 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
199,529 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.7% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | Consists of 199,529 shares of Common Stock held directly by Frazier Healthcare VII-A, L.P. FHM VII, L.P. is the general partner of Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Patrick J. Heron, James N. Topper, Alan Frazier, Nader Naini, Nathan Every and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII-A, L.P. |
| (2) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names of Reporting Persons
FHM VII, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
899,700 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
899,700 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
899,700 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
3.3% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | Consists of (i) 700,171 shares of Common Stock held directly by Frazier Healthcare VII, L.P. and (ii)199,529 shares of Common Stock held directly by Frazier Healthcare VII-A, L.P. FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Patrick J. Heron, James N. Topper, Alan Frazier, Nader Naini, Nathan Every and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. |
| (2) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names of Reporting Persons
FHM VII, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
899,700 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
899,700 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
899,700 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
3.3% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | Consists of (i) 700,171 shares of Common Stock held directly by Frazier Healthcare VII, L.P. and (ii)199,529 shares of Common Stock held directly by Frazier Healthcare VII-A, L.P. FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Patrick J. Heron, James N. Topper, Alan Frazier, Nader Naini, Nathan Every and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. |
| (2) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
80,812 shares (1) | ||||
| 6. | Shared Voting Power
1,836,379 shares (2) | |||||
| 7. | Sole Dispositive Power
80,812 shares (1) | |||||
| 8. | Shared Dispositive Power
1,836,379 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,917,191 shares (1)(2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
7.0% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Consists of 80,812 shares of Common Stock that are held directly by James N. Topper. |
| (2) | Consists of (i) 611,746 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (ii) 68,376 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P., (iii) 81,772 shares of Common Stock held directly by Frazier Life Sciences X, L.P., (iv) 174,785 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. (v) 700,171 shares of Common Stock held directly by Frazier Healthcare VII, L.P. and (vi)199,529 shares of Common Stock held directly by Frazier Healthcare VII-A, 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 X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, 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. FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Patrick J. Heron, James N. Topper, Alan Frazier, Nader Naini, Nathan Every and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. |
| (3) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
9,110 shares (1) | ||||
| 6. | Shared Voting Power
1,836,379 shares (2) | |||||
| 7. | Sole Dispositive Power
9,110 shares (1) | |||||
| 8. | Shared Dispositive Power
1,836,379 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,845,489 shares (1)(2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
6.8% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Consist of 9,110 shares of Common Stock held by The Heron Living Trust 11/30/2004. Patrick J. Heron is the co-trustee of The Heron Living Trust 11/30/2004 and has voting and investment power over the shares held by The Heron Living Trust 11/30/2004. |
| (2) | Consists of (i) 611,746 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (ii) 68,376 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P., (iii) 81,772 shares of Common Stock held directly by Frazier Life Sciences X, L.P., (iv) 174,785 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. (v) 700,171 shares of Common Stock held directly by Frazier Healthcare VII, L.P. and (vi)199,529 shares of Common Stock held directly by Frazier Healthcare VII-A, 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 X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, 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. FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Patrick J. Heron, James N. Topper, Alan Frazier, Nader Naini, Nathan Every and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. |
| (3) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
680,122 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
680,122 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
680,122 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
2.5% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Consists of (i) 611,746 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., and (ii) 68,376 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
680,122 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
680,122 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
680,122 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
2.5% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Consists of (i) 611,746 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., and (ii) 68,376 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names 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. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
174,785 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
174,785 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
174,785 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.6% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Consists of 174,785 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 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names of Reporting Persons
Alan Frazier | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
899,700 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
899,700 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
899,700 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
3.3% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Consists of (i) 700,171 shares of Common Stock held directly by Frazier Healthcare VII, L.P. and (ii)199,529 shares of Common Stock held directly by Frazier Healthcare VII-A, L.P. FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Patrick J. Heron, James N. Topper, Alan Frazier, Nader Naini, Nathan Every and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. |
| (2) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names of Reporting Persons
Nader Naini | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
899,700 shares (1) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
899,700 shares (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
899,700 shares (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
3.3% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Consists of (i) 700,171 shares of Common Stock held directly by Frazier Healthcare VII, L.P. and (ii)199,529 shares of Common Stock held directly by Frazier Healthcare VII-A, L.P. FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Patrick J. Heron, James N. Topper, Alan Frazier, Nader Naini, Nathan Every and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. |
| (2) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names of Reporting Persons
Nathan Every | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
4,623 shares (1) | ||||
| 6. | Shared Voting Power
899,700 shares (2) | |||||
| 7. | Sole Dispositive Power
4,623 shares (1) | |||||
| 8. | Shared Dispositive Power
899,700 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
904,323 shares (1)(2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
3.3% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Consists of 4,623 shares of Common Stock that are held directly by Nathan Every. |
| (2) | Consists of (i) 700,171 shares of Common Stock held directly by Frazier Healthcare VII, L.P. and (ii)199,529 shares of Common Stock held directly by Frazier Healthcare VII-A, L.P. FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Patrick J. Heron, James N. Topper, Alan Frazier, Nader Naini, Nathan Every and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. |
| (3) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
CUSIP No. 032724106
| 1. |
Names of Reporting Persons
Brian Morfitt | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
5,369 shares (1) | ||||
| 6. | Shared Voting Power
899,700 shares (2) | |||||
| 7. | Sole Dispositive Power
5,369 shares (1) | |||||
| 8. | Shared Dispositive Power
899,700 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
905,069 shares (1)(2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
3.3% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Consists of 5,369 shares of Common Stock that are held directly by Brian Morfitt. |
| (2) | Consists of (i) 700,171 shares of Common Stock held directly by Frazier Healthcare VII, L.P. and (ii)199,529 shares of Common Stock held directly by Frazier Healthcare VII-A, L.P. FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Patrick J. Heron, James N. Topper, Alan Frazier, Nader Naini, Nathan Every and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. |
| (3) | Based on 27,318,644 shares of Common Stock outstanding on April 15, 2024, as set forth in the Issuer’s Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2024. |
| Item 1(a). | Name of Issuer: AnaptysBio, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: 10770 Wateridge Circle, Suite 210, San Diego, CA 92121 |
| Item 2(a). | Name of Person Filing: The entities and persons filing this statement (collectively, the “Reporting Persons”) are: |
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 Healthcare VII, L.P. (“FH VII”)
Frazier Healthcare VII-A, L.P. (“FH VII-A”)
FHM VII, L.P.
FHM VII, L.L.C.
Frazier Life Sciences X, L.P. (“FLS X”)
FHMLS X, L.P.
FHMLS X, 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”)
Alan Frazier (“Frazier”)
Nader Naini (“Naini”)
Nathan Every (“Every”)
Brian Morfitt (“Morfitt” and together with Topper, Heron, Cha, Brush, Estes, Frazier, Naini and Every, the “Members”)
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address and principal business office of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite B
Palo Alto, CA 94304
| Item 2(c). | Citizenship: |
| Entities:
|
FLSPF FHMLSP, L.P. FHMLSP, L.L.C. FLSPOF FHMLSP Overage, L.P. FHMLSP Overage, L.L.C. FH VII FH VII-A FHM VII, L.P. FHM VII, L.L.C. FLS X FHMLS X, L.P. FHMLS X, L.L.C. FLS XI FHMLS XI, L.P. FHMLS XI, L.L.C.
|
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Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A.
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| Individuals: |
Topper | - | United States Citizen |
| Heron Cha Brush Estes Frazier Naini Every Morfitt |
- - - - - - - - |
United States Citizen United States Citizen United States Citizen United States Citizen United States Citizen United States Citizen United States Citizen United States Citizen |
| Item 2(d). | Title of Class of Securities: Common Stock |
| Item 2(e). | CUSIP Number: 032724106 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |
☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) |
☐ Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); | |
| (d) |
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) |
☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) |
☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) |
☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) |
☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) |
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) |
☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | |
| (k) |
☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: | ||
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
| (a) | Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. |
| (iii) | Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Each member of the group is identified on Exhibit A to this Schedule 13G amendment.
| Item 9. | Notice of Dissolution of a Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: May 6, 2024 | 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: May 6, 2024 | FHMLSP, L.P. | |||||
| By: FHMLSP, L.L.C., its General Partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: May 6, 2024 | FHMLSP, L.L.C. | |||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: May 6, 2024 | 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: May 6, 2024 | 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: May 6, 2024 | FHMLSP OVERAGE, L.L.C. | |||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: May 6, 2024 | FRAZIER HEALTHCARE VII, L.P. | |||||
| By: FHM VII, L.P., its General Partner | ||||||
| By: FHM VII, L.L.C., its General Partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: May 6, 2024 | FRAZIER HEALTHCARE VII-A, L.P. | |||||
| By: FHM VII, L.P., its General Partner | ||||||
| By: FHM VII, L.L.C., its General Partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: May 6, 2024 | FHM VII, L.P. | |||||
| By: FHM VII, L.L.C., its General Partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: May 6, 2024 | FHM VII, L.L.C. | |||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: May 6, 2024 | 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: May 6, 2024 | 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: May 6, 2024 | FHMLS XI, L.L.C. | |||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: May 6, 2024 | FRAZIER LIFE SCIENCES X, L.P. | |||||
| By: FHMLS X, L.P., its General Partner | ||||||
| By: FHMLS X, L.L.C., its General Partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: May 6, 2024 | FHMLS X, L.P. | |||||
| By: FHMLS X, L.L.C., its General Partner | ||||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: May 6, 2024 | FHMLS X, L.L.C. | |||||
| By: | /s/ Steve R. Bailey | |||||
| Steve R. Bailey, Chief Financial Officer | ||||||
| Date: May 6, 2024 | By: | * | ||||
| James N. Topper | ||||||
| Date: May 6, 2024 | By: | * | ||||
| Patrick J. Heron | ||||||
| Date: May 6, 2024 | By: | * | ||||
| Alan Frazier | ||||||
| Date: May 6, 2024 | By: | * | ||||
| Nader Naini | ||||||
| Date: May 6, 2024 | By: | * | ||||
| Nathan Every | ||||||
| Date: May 6, 2024 | By: | * | ||||
| Brian Morfitt | ||||||
| Date: May 6, 2024 | By: | ** | ||||
| Albert Cha | ||||||
| Date: May 6, 2024 | By: | ** | ||||
| James Brush | ||||||
| Date: May 6, 2024 | By: | *** | ||||
| Daniel Estes | ||||||
| Date: May 6, 2024 | By: | /s/ Steve R. Bailey | ||||
| Steve R. Bailey, as Attorney-in-Fact | ||||||
| * | This Schedule 13G 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 March 29, 2016. |
| ** | This Schedule 13G 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 13G 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. |
Exhibit Index
Exhibit A - Agreement regarding filing of joint Schedule 13G.