SEC Form SC 13G/A filed by Pharvaris N.V. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 2)

PHARVARIS N.V.

(Name of Issuer)

Ordinary Shares, €0.12

par value per share

(Title of Class of Securities)

N69605108

(CUSIP Number)

January 18, 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 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, as amended (“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).

The name of the issuer to which this filing on Schedule 13G relates is Pharvaris N.V. (the “Issuer”).

The principal executive office of the Issuer is located at Emmy Noetherweg 2, 2333 BK Leiden, The Netherlands.

This Schedule 13G is being filed jointly by Bain Capital Life Sciences Fund, L.P., a Cayman Islands exempted limited partnership (“BCLS Fund I”), BCIP Life Sciences Associates, LP, a Delaware limited partnership (“BCIPLS”), and Bain Capital Life Sciences Opportunities III, LP, a Delaware limited partnership (“BCLS Fund III Opportunities” and, together with BCLS Fund I and BCIPLS, the “Reporting Persons”).

Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company (“BCLSI”), is the general partner of Bain Capital Life Sciences Partners, LP, a Cayman Islands exempted limited partnership (“BCLSP”), which is the general partner of BCLS Fund I. BCLSI is also the manager of Bain Capital Life Sciences III General Partner, LLC, a Delaware limited liability company (“BCLS Fund III GP”), which is the general partner of Bain Capital Life Sciences Fund III, L.P., a Delaware limited partnership (“BCLS Fund III”), which is the sole member of Bain Capital Life Sciences Opportunities III GP, LLC, a Delaware limited liability company (“BCLS Fund III Opportunities GP”), which is the general partner of BCLS Fund III Opportunities.

Boylston Coinvestors, LLC, a Delaware limited liability company (“Boylston” and, together with the Reporting Persons, BCLSI, BCLSP, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Opportunities GP, the “Bain Capital Life Sciences Entities”), is the general partner of BCIPLS. BCLSI governs the investment strategy and decision-making process with respect to investments held by BCIPLS.

As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons.

The Reporting Persons have entered into a Joint Filing Agreement, dated January 22, 2024, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.

The principal business address for each of the Bain Capital Life Sciences Entities is 200 Clarendon Street, Boston, Massachusetts 02116.

BCLS Fund I and BCLSP are each organized under the laws of the Cayman Islands. BCIPLS, BCLS Fund III Opportunities, BCLSI, BCLS Fund III GP, BCLS Fund III, BCLS Fund III Opportunities GP and Boylston are each organized under the laws of the State of Delaware.

The class of securities of the Issuer to which this Schedule 13G relates is Ordinary Shares, €0.12 par value per share (the “Ordinary Shares”).

The CUSIP number of the Ordinary Shares is N69605108.

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

(a) Amount beneficially owned:

As of the date hereof, (i) BCLS Fund I holds 1,967,093 Ordinary Shares, representing approximately 3.8% of the outstanding Ordinary Shares, (ii) BCIPLS holds 201,347 Ordinary Shares, representing approximately 0.4% of the outstanding Ordinary Shares, and (iii) BCLS Fund III Opportunities holds 1,182,217 Ordinary Shares, representing approximately 2.3% of the outstanding Ordinary Shares.

As a result of the foregoing and the relationships described in Item 2(a), the Reporting Persons may be deemed to collectively beneficially own an aggregate of 3,350,657 Ordinary Shares, representing approximately 6.4% of the outstanding Ordinary Shares.

The percentage of the outstanding Ordinary Shares held by the Reporting Persons is based on an aggregate of 52,108,675 Ordinary Shares issued and outstanding, as reported by the Issuer in its prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on December 7, 2023.

(b) Percent of class:

See Item 4(a) hereof.

(c) Number of shares as to which the person has:

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

0 Ordinary Shares

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

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct.