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    SEC Form SC 13G/A filed by LianBio (Amendment)

    2/14/23 4:13:33 PM ET
    $LIAN
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $LIAN alert in real time by email
    SC 13G/A 1 tm236635d2_sc13ga.htm SC 13G/A

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    SCHEDULE 13G/A

     

    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    (Amendment No. 1)*

     

    LianBio

    (Name of Issuer)

     

    Ordinary Shares, par value $0.000017100448 per share

    (Title of Class of Securities)

     

    53000N108

    (CUSIP Number)

     

    December 31, 2022

    (Date of Event Which Requires Filing of This Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

      ¨ Rule 13d-1(b)

     

      x Rule 13d-1(c)

     

      ¨ Rule 13d-1(d)

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     

     

     

    CUSIP No. 53000N108 Page 2 of 17

     

               
    1.  

    Name of reporting persons

     

    Venrock Healthcare Capital Partners II, L.P.

    2.  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) x1 (b) ¨

     

    3.  

    SEC USE ONLY

     

    4.  

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person

    With:

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power

     

    4,793,0472

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power

     

    4,793,0472

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,793,0472

    10.  

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

     

    11.  

    Percent of Class Represented by Amount in Row (9)

     

    4.4%3

    12.  

    Type of Reporting Person (See Instructions)

     

    PN

                     
                     

    1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

     

    2  Consists of (i) 157,139 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 63,710 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings II, LLC, (iii) 1,948,135 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 194,780 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings III, LLC, and (v) 2,429,283 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners EG, L.P.

     

    3  This percentage is calculated based upon 108,353,831 ordinary shares outstanding (including in the form of American Depositary Shares), as of November 7, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

     

     

     

     

    CUSIP No. 53000N108 Page 3 of 17

     

               
    1.  

    Name of reporting persons

     

    VHCP Co-Investment Holdings II, LLC

    2.  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) x1 (b) ¨

     

    3.  

    SEC USE ONLY

     

    4.  

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person

    With:

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power

     

    4,793,0472

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power

     

    4,793,0472

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,793,0472

    10.  

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

     

    11.  

    Percent of Class Represented by Amount in Row (9)

     

    4.4%3

    12.  

    Type of Reporting Person (See Instructions)

     

    OO

                     
                     

    1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

     

    2  Consists of (i) 157,139 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 63,710 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings II, LLC, (iii) 1,948,135 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 194,780 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings III, LLC, and (v) 2,429,283 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners EG, L.P.

     

    3  This percentage is calculated based upon 108,353,831 ordinary shares outstanding (including in the form of American Depositary Shares), as of November 7, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

     

     

     

     

    CUSIP No. 53000N108 Page 4 of 17

     

               
    1.  

    Name of reporting persons

     

    Venrock Healthcare Capital Partners III, L.P.

    2.  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) x1 (b) ¨

     

    3.  

    SEC USE ONLY

     

    4.  

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person

    With:

    5.  

    Sole Voting Power

     

    0

    6.  

    Shared Voting Power

     

    4,793,0472

    7.  

    Sole Dispositive Power

     

    0

    8.  

    Shared Dispositive Power

     

    4,793,0472

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,793,0472

    10.  

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

     

    11.  

    Percent of Class Represented by Amount in Row (9)

     

    4.4%3

    12.  

    Type of Reporting Person (See Instructions)

     

    PN

                     

    1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

     

    2  Consists of (i) 157,139 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 63,710 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings II, LLC, (iii) 1,948,135 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 194,780 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings III, LLC, and (v) 2,429,283 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners EG, L.P.

     

    3  This percentage is calculated based upon 108,353,831 ordinary shares outstanding (including in the form of American Depositary Shares), as of November 7, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

     

     

     

     

    CUSIP No. 53000N108 Page 5 of 17

     

               
    1.  

    Name of reporting persons

     

    VHCP Co-Investment Holdings III, LLC

    2.  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) x1 (b) ¨

     

    3.  

    SEC USE ONLY

     

    4.  

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person

    With:

    5.  

    Sole Voting Power

     

    0

    6.  

    Shared Voting Power

     

    4,793,0472

    7.  

    Sole Dispositive Power

     

    0

    8.  

    Shared Dispositive Power

     

    4,793,0472

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,793,0472

    10.  

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

     

    11.  

    Percent of Class Represented by Amount in Row (9)

     

    4.4%3

    12.  

    Type of Reporting Person (See Instructions)

     

    OO

                     

    1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

     

    2  Consists of (i) 157,139 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 63,710 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings II, LLC, (iii) 1,948,135 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 194,780 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings III, LLC, and (v) 2,429,283 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners EG, L.P.

     

    3  This percentage is calculated based upon 108,353,831 ordinary shares outstanding (including in the form of American Depositary Shares), as of November 7, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

     

     

     

     

    CUSIP No. 53000N108 Page 6 of 17

     

               
    1.  

    Name of reporting persons

     

    Venrock Healthcare Capital Partners EG, L.P.

    2.  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) x1 (b) ¨

     

    3.  

    SEC USE ONLY

     

    4.  

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person

    With:

    5.  

    Sole Voting Power

     

    0

    6.  

    Shared Voting Power

     

    4,793,0472

    7.  

    Sole Dispositive Power

     

    0

    8.  

    Shared Dispositive Power

     

    4,793,0472

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,793,0472

    10.  

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

     

    11.  

    Percent of Class Represented by Amount in Row (9)

     

    4.4%3

    12.  

    Type of Reporting Person (See Instructions)

     

    PN

                     

    1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

     

    2  Consists of (i) 157,139 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 63,710 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings II, LLC, (iii) 1,948,135 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 194,780 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings III, LLC, and (v) 2,429,283 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners EG, L.P.

     

    3  This percentage is calculated based upon 108,353,831 ordinary shares outstanding (including in the form of American Depositary Shares), as of November 7, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

     

     

     

     

    CUSIP No. 53000N108 Page 7 of 17

     

               
    1.  

    Name of reporting persons

     

    VHCP Management II, LLC

    2.  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) x1 (b) ¨

     

    3.  

    SEC USE ONLY

     

    4.  

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person

    With:

    5.  

    Sole Voting Power

     

    0

    6.  

    Shared Voting Power

     

    4,793,0472

    7.  

    Sole Dispositive Power

     

    0

    8.  

    Shared Dispositive Power

     

    4,793,0472

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,793,0472

    10.  

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

     

    11.  

    Percent of Class Represented by Amount in Row (9)

     

    4.4%3

    12.  

    Type of Reporting Person (See Instructions)

     

    OO

                     

    1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

     

    2  Consists of (i) 157,139 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 63,710 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings II, LLC, (iii) 1,948,135 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 194,780 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings III, LLC, and (v) 2,429,283 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners EG, L.P.

     

    3  This percentage is calculated based upon 108,353,831 ordinary shares outstanding (including in the form of American Depositary Shares), as of November 7, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

     

     

     

     

    CUSIP No. 53000N108 Page 8 of 17

     

               
    1.  

    Name of reporting persons

     

    VHCP Management III, LLC

    2.  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) x1 (b) ¨

     

    3.  

    SEC USE ONLY

     

    4.  

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person

    With:

    5.  

    Sole Voting Power

     

    0

    6.  

    Shared Voting Power

     

    4,793,0472

    7.  

    Sole Dispositive Power

     

    0

    8.  

    Shared Dispositive Power

     

    4,793,0472

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,793,0472

    10.  

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

     

    11.  

    Percent of Class Represented by Amount in Row (9)

     

    4.4%3

    12.  

    Type of Reporting Person (See Instructions)

     

    OO

                     

    1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

     

    2  Consists of (i) 157,139 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 63,710 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings II, LLC, (iii) 1,948,135 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 194,780 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings III, LLC, and (v) 2,429,283 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners EG, L.P.

     

    3  This percentage is calculated based upon 108,353,831 ordinary shares outstanding (including in the form of American Depositary Shares), as of November 7, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

     

     

     

     

    CUSIP No. 53000N108 Page 9 of 17

     

               
    1.  

    Name of reporting persons

     

    VHCP Management EG, LLC

    2.  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) x1 (b) ¨

     

    3.  

    SEC USE ONLY

     

    4.  

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person

    With:

    5.  

    Sole Voting Power

     

    0

    6.  

    Shared Voting Power

     

    4,793,0472

    7.  

    Sole Dispositive Power

     

    0

    8.  

    Shared Dispositive Power

     

    4,793,0472

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,793,0472

    10.  

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

     

    11.  

    Percent of Class Represented by Amount in Row (9)

     

    4.4%3

    12.  

    Type of Reporting Person (See Instructions)

     

    OO

                     

    1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

     

    2  Consists of (i) 157,139 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 63,710 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings II, LLC, (iii) 1,948,135 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 194,780 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings III, LLC, and (v) 2,429,283 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners EG, L.P.

     

    3  This percentage is calculated based upon 108,353,831 ordinary shares outstanding (including in the form of American Depositary Shares), as of November 7, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

     

     

     

     

    CUSIP No. 53000N108 Page 10 of 17

     

             
    1.  

    Name of Reporting Persons

     

    Shah, Nimish

    2.  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) x1 (b) ¨

     

    3.  

    SEC USE ONLY

     

    4.  

    Citizenship or Place of Organization

     

    United States

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person

    With:

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power

     

    4,793,0472

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power

     

    4,793,0472

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,793,0472

    10.  

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

     

    11.  

    Percent of Class Represented by Amount in Row (9)

     

    4.4%3

    12.  

    Type of Reporting Person (See Instructions)

     

    IN

     

    1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

     

    2  Consists of (i) 157,139 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 63,710 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings II, LLC, (iii) 1,948,135 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 194,780 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings III, LLC, and (v) 2,429,283 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners EG, L.P.

     

    3  This percentage is calculated based upon 108,353,831 ordinary shares outstanding (including in the form of American Depositary Shares), as of November 7, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

     

     

     

     

    CUSIP No. 53000N108 Page 11 of 17

     

             
    1.  

    Name of Reporting Persons

     

    Koh, Bong

    2.  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) x1 (b) ¨

     

    3.  

    SEC USE ONLY

     

    4.  

    Citizenship or Place of Organization

     

    United States

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person

    With:

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power

     

    4,793,0472

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power

     

    4,793,0472

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,793,0472

    10.  

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

     

    11.  

    Percent of Class Represented by Amount in Row (9)

     

    4.4%3

    12.  

    Type of Reporting Person (See Instructions)

     

    IN

     

    1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

     

    2  Consists of (i) 157,139 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 63,710 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings II, LLC, (iii) 1,948,135 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 194,780 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings III, LLC, and (v) 2,429,283 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners EG, L.P.

     

    3  This percentage is calculated based upon 108,353,831 ordinary shares outstanding (including in the form of American Depositary Shares), as of November 7, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

     

     

     

     

    CUSIP No. 53000N108 Page 12 of 17

     

    Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment II”), Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP EG”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management II”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management EG” and collectively with VHCP II LP, VHCP Co-Investment II, VHCP III LP, VHCP Co-Investment III, VHCP EG, VHCP Management II and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of the ordinary shares of LianBio.

     

    Item 1.

     

      (a) Name of Issuer

     

    LianBio

     

      (b) Address of Issuer’s Principal Executive Offices

     

    103 Carnegie Center Drive, Suite 215

    Princeton, New Jersey 08540

     

    Item 2.

     

      (a) Name of Person Filing

     

    Venrock Healthcare Capital Partners II, L.P.

    VHCP Co-Investment Holdings II, LLC

    Venrock Healthcare Capital Partners III, L.P.

    VHCP Co-Investment Holdings III, LLC

    Venrock Healthcare Capital Partners EG, L.P.

    VHCP Management II, LLC

    VHCP Management III, LLC

    VHCP Management EG, LLC

    Nimish Shah

    Bong Koh

     

      (b) Address of Principal Business Office or, if none, Residence

     

      New York Office: Palo Alto Office:
         
      7 Bryant Park 3340 Hillview Avenue
      23rd Floor Palo Alto, CA 94304
      New York, NY 10018  

     

      (c) Citizenship

     

    All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.

     

     

     

     

    CUSIP No. 53000N108 Page 13 of 17

     

      (d) Title of Class of Securities

     

    Ordinary Shares, par value $0.000017100448

     

      (e) CUSIP Number

     

    53000N108

     

    Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

     

    Not applicable

     

    Item 4. Ownership

     

      (a) Amount Beneficially Owned as of December 31, 2022:

     

    Venrock Healthcare Capital Partners II, L.P.   4,793,047(1)
    VHCP Co-Investment Holdings II, LLC   4,793,047(1)
    Venrock Healthcare Capital Partners III, L.P.   4,793,047(1)
    VHCP Co-Investment Holdings III, LLC   4,793,047(1)
    Venrock Healthcare Capital Partners EG, L.P.   4,793,047(1)
    VHCP Management II, LLC   4,793,047(1)
    VHCP Management III, LLC   4,793,047(1)
    VHCP Management EG, LLC   4,793,047(1)
    Nimish Shah   4,793,047(1)
    Bong Koh   4,793,047(1)

     

      (b) Percent of Class as of December 31, 2022:

     

    Venrock Healthcare Capital Partners II, L.P.   4.4%
    VHCP Co-Investment Holdings II, LLC   4.4%
    Venrock Healthcare Capital Partners III, L.P.   4.4%
    VHCP Co-Investment Holdings III, LLC   4.4%
    Venrock Healthcare Capital Partners EG, L.P.   4.4%
    VHCP Management II, LLC   4.4%
    VHCP Management III, LLC   4.4%
    VHCP Management EG, LLC   4.4%
    Nimish Shah   4.4%
    Bong Koh   4.4%

     

      (c) Number of shares as to which the person has, as of December 31, 2022:

     

      (i) Sole power to vote or to direct the vote

     

    Venrock Healthcare Capital Partners II, L.P.   0 
    VHCP Co-Investment Holdings II, LLC   0 
    Venrock Healthcare Capital Partners III, L.P.   0 
    VHCP Co-Investment Holdings III, LLC   0 
    Venrock Healthcare Capital Partners EG, L.P.   0 
    VHCP Management II, LLC   0 
    VHCP Management III, LLC   0 
    VHCP Management EG, LLC   0 
    Nimish Shah   0 
    Bong Koh   0 

     

     

     

     

    CUSIP No. 53000N108 Page 14 of 17

     

      (ii) Shared power to vote or to direct the vote

     

    Venrock Healthcare Capital Partners II, L.P.   4,793,047(1)
    VHCP Co-Investment Holdings II, LLC   4,793,047(1)
    Venrock Healthcare Capital Partners III, L.P.   4,793,047(1)
    VHCP Co-Investment Holdings III, LLC   4,793,047(1)
    Venrock Healthcare Capital Partners EG, L.P.   4,793,047(1)
    VHCP Management II, LLC   4,793,047(1)
    VHCP Management III, LLC   4,793,047(1)
    VHCP Management EG, LLC   4,793,047(1)
    Nimish Shah   4,793,047(1)
    Bong Koh   4,793,047(1)

     

      (iii) Sole power to dispose or to direct the disposition of

     

    Venrock Healthcare Capital Partners II, L.P.   0 
    VHCP Co-Investment Holdings II, LLC   0 
    Venrock Healthcare Capital Partners III, L.P.   0 
    VHCP Co-Investment Holdings III, LLC   0 
    Venrock Healthcare Capital Partners EG, L.P.   0 
    VHCP Management II, LLC   0 
    VHCP Management III, LLC   0 
    VHCP Management EG, LLC   0 
    Nimish Shah   0 
    Bong Koh   0 

     

      (iv) Shared power to dispose or to direct the disposition of

     

    Venrock Healthcare Capital Partners II, L.P.   4,793,047(1)
    VHCP Co-Investment Holdings II, LLC   4,793,047(1)
    Venrock Healthcare Capital Partners III, L.P.   4,793,047(1)
    VHCP Co-Investment Holdings III, LLC   4,793,047(1)
    Venrock Healthcare Capital Partners EG, L.P.   4,793,047(1)
    VHCP Management II, LLC   4,793,047(1)
    VHCP Management III, LLC   4,793,047(1)
    VHCP Management EG, LLC   4,793,047(1)
    Nimish Shah   4,793,047(1)
    Bong Koh   4,793,047(1)

     

    (1) Consists of (i) 157,139 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 63,710 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings II, LLC, (iii) 1,948,135 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 194,780 ordinary shares represented by American Depositary Shares held by VHCP Co-Investment Holdings III, LLC, and (v) 2,429,283 ordinary shares represented by American Depositary Shares held by Venrock Healthcare Capital Partners EG, L.P. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management II, LLC, VHCP Management III, LLC and VHCP Management EG, LLC.

     

     

     

     

    CUSIP No. 53000N108 Page 15 of 17

     

    Item 5. Ownership of Five Percent or Less of a Class

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

     

    Item 6. Ownership of More than Five Percent on Behalf of Another Person

     

    Not Applicable

       

    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

     

    Not Applicable

     

    Item 8. Identification and Classification of Members of the Group

     

    Not Applicable

     

    Item 9. Notice of Dissolution of 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.

     

     

     

     

    CUSIP No. 53000N108 Page 16 of 17

     


    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Dated: February 14, 2023

     

    Venrock Healthcare Capital Partners II, L.P.   Venrock Healthcare Capital Partners III, L.P.
             
    By: VHCP Management II, LLC   By: VHCP Management III, LLC
    Its: General Partner   Its: General Partner
             
    By: /s/ David L. Stepp   By: /s/ David L. Stepp
      Name: David L. Stepp     Name: David L. Stepp
      Its: Authorized Signatory     Its: Authorized Signatory
         
    VHCP Co-Investment Holdings II, LLC   VHCP Co-Investment Holdings III, LLC
             
    By: VHCP Management II, LLC   By: VHCP Management III, LLC
    Its: Manager   Its: Manager
             
    By: /s/ David L. Stepp   By: /s/ David L. Stepp
      Name: David L. Stepp     Name: David L. Stepp
      Its: Authorized Signatory     Its: Authorized Signatory
         
    VHCP Management II, LLC   VHCP Management III, LLC
             
    By: /s/ David L. Stepp   By: /s/ David L. Stepp
      Name: David L. Stepp     Name: David L. Stepp
      Its: Authorized Signatory     Its: Authorized Signatory
         
    Venrock Healthcare Capital Partners EG, L.P.   VHCP Management EG, LLC
         
    By: VHCP Management EG, LLC   /s/ David L. Stepp
    Its: General Partner   Name: David L. Stepp
        Its: Authorized Signatory
    /s/ David L. Stepp    
    Name: David L. Stepp    
    Its: Authorized Signatory    

     

    Bong Koh  
       
    /s/ David L. Stepp  
    David L. Stepp, Attorney-in-fact  
       
    Nimish Shah  
       
    /s/ David L. Stepp  

    David L. Stepp, Attorney-in-fact

     

     

     

     

    CUSIP No. 53000N108 Page 17 of 17

     

    EXHIBITS

     

    A: Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on November 10, 2021)

     

    B: Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on November 10, 2021)

     

    C: Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on November 10, 2021)

     

     

     

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