Statement of Ownership (sc 13g)
February 14 2020 - 9:30AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13G
(Rule
13d-102)
Under
the Securities Exchange Act of 1934
89bio
Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
282559103
(CUSIP
Number)
December
31, 2019
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
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. 282559103
|
13G
|
Page
2 of 11 Pages
|
|
1.
|
Names
of Reporting Persons
Pontifax
5 G.P. 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
Israel
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
1,134,6711
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
1,134,6711
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,134,6711
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.2%
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
1.
|
Consists
of (a) 668,732 shares held by Pontifax (Israel) V, L.P., (b) 178,623 shares held by Pontifax (Cayman) V, L.P., (c) 259,816
shares held by Pontifax (China) V, L.P. and (d) 27,500 shares held by Pontifax Late Stage Fund L.P. (“Late Stage L.P.”).
Pontifax 5 G.P. L.P. (“Pontifax 5 GP”) is the general partner of each of Pontifax (Israel) V, L.P., Pontifax (Cayman)
V, L.P., and Pontifax (China) V, L.P. (collectively, the “Pontifax Entities”). Pontifax Management 4 G.P. (2015)
Ltd. (“Pontifax Management”) is the general partner of Pontifax 5 GP. Mr. Tomer Kariv and Mr. Ran Nussbaum are the
directors of Pontifax Management. Late Stage L.P. is an affiliate of the Reporting Persons listed in this report who de facto
control Late Stage L.P.. Each of Mr. Kariv and Mr. Nussbaum disclaim beneficial ownership of the shares held by the Pontifax
Entities and Late Stage L.P., and the inclusion of such shares in this Schedule 13G, as amended, shall not be deemed to be
an admission of beneficial ownership of the reported shares.
|
|
CUSIP
No. 282559103
|
13G
|
Page
3 of 11 Pages
|
|
1.
|
Names
of Reporting Persons
Pontifax
Management 4 G.P. (2015) Ltd.
|
|
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
Israel
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
1,134,6711
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
1,134,6711
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,134,6711
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.2%
|
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
|
1.
|
Consists
of (a) 668,732 shares held by Pontifax (Israel) V, L.P., (b) 178,623 shares held by Pontifax (Cayman) V, L.P., (c) 259,816
shares held by Pontifax (China) V, L.P. and (d) 27,500 shares held by Late Stage L.P.. Pontifax 5 GP is the general partner
of each of the Pontifax Entities. Pontifax Management is the general partner of Pontifax 5 GP.. Mr. Tomer Kariv and Mr. Ran
Nussbaum are the directors of Pontifax Management. Late Stage L.P. is an affiliate of the Reporting Persons listed in this
report who de facto control Late Stage L.P.. Each of Mr. Kariv and Mr. Nussbaum disclaim beneficial ownership of the shares
held by the Pontifax Entities and Late Stage L.P., and the inclusion of such shares in this Schedule 13G, as amended, shall
not be deemed to be an admission of beneficial ownership of the reported shares.
|
|
CUSIP
No. 282559103
|
13G
|
Page
4 of 11 Pages
|
|
1.
|
Names
of Reporting Persons
Ran
Nussbaum
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
|
(c) ☐
(d) ☐
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Israel
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
1,134,6711
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
1,134,6711
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,134,6711
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.2%
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
1.
|
Consists
of (a) 668,732 shares held by Pontifax (Israel) V, L.P., (b) 178,623 shares held by Pontifax (Cayman) V, L.P., (c) 259,816
shares held by Pontifax (China) V, L.P. and (d) 27,500 shares held by Late Stage L.P.. Pontifax 5 GP is the general partner
of each of the Pontifax Entities. Pontifax Management is the general partner of Pontifax 5 GP.. Mr. Tomer Kariv and Mr. Ran
Nussbaum are the directors of Pontifax Management. Late Stage L.P. is an affiliate of the Reporting Persons listed in this
report who de facto control Late Stage L.P.. Each of Mr. Kariv and Mr. Nussbaum disclaim beneficial ownership of the shares
held by the Pontifax Entities and Late Stage L.P., and the inclusion of such shares in this Schedule 13G, as amended, shall
not be deemed to be an admission of beneficial ownership of the reported shares.
|
|
CUSIP
No. 282559103
|
13G
|
Page
5 of 11 Pages
|
|
1.
|
Names
of Reporting Persons
Tomer
Kariv
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
|
(e) ☐
(f) ☐
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Israel
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
1,134,6711
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
1,134,6711
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,134,6711
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.2%
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
1.
|
Consists
of (a) 668,732 shares held by Pontifax (Israel) V, L.P., (b) 178,623 shares held by Pontifax (Cayman) V, L.P., (c) 259,816
shares held by Pontifax (China) V, L.P. and (d) 27,500 shares held by Late Stage L.P.. Pontifax 5 GP is the general partner
of each of the Pontifax Entities. Pontifax Management is the general partner of Pontifax 5 GP.. Mr. Tomer Kariv and Mr. Ran
Nussbaum are the directors of Pontifax Management. Late Stage L.P. is an affiliate of the Reporting Persons listed in this
report who de facto control Late Stage L.P.. Each of Mr. Kariv and Mr. Nussbaum disclaim beneficial ownership of the shares
held by the Pontifax Entities and Late Stage L.P., and the inclusion of such shares in this Schedule 13G, as amended, shall
not be deemed to be an admission of beneficial ownership of the reported shares.
|
|
CUSIP
No. 282559103
|
13G
|
Page
6 of 11 Pages
|
Introductory
Note: This Schedule 13G is filed on behalf of Pontifax 5 G.P. L.P., a limited partnership organized under the laws of the
State of Israel, Pontifax Management 4 G.P. (2015) Ltd., an Israeli company, Ran Nussbaum and Tomer Kariv (the “Reporting
Persons”), in respect of shares of common stock of 89bio Inc.
|
Item
1(a).
|
Name of Issuer:
|
89bio
Inc.
|
Item
1(b).
|
Address of Issuer’s
Principal Executive Offices:
|
535
Mission Street, 14th Floor, San Francisco, CA 94105
|
Item
2(a).
|
Name of Person Filing:
|
This
Statement is filed on behalf of Pontifax 5 G.P. L.P., Pontifax Management 4 G.P. (2015) Ltd., Ran Nussbaum and Tomer Kariv.
|
Item
2(b).
|
Address of Principal
Offices or, if None, Residence:
|
The
addresses of the Reporting Persons are:
Pontifax
5 G.P. L.P. - 14 Shenkar St. Herzliya, 46140, Israel
Pontifax
Management 4 G.P. (2015) Ltd. - 14 Shenkar St. Herzliya, 46140, Israel
Ran
Nussbaum - 14 Shenkar St. Herzliya, 46140, Israel
Tomer
Kariv - 14 Shenkar St. Herzliya, 46140, Israel
Pontifax
5 G.P. L.P. is organized in the State of Israel, Pontifax Management 4 G.P. (2015) Ltd. is incorporated in the State of Israel,
Ran Nussbaum and Tomer Kariv are citizens of the State of Israel.
|
Item
2(d).
|
Title of Class of
Securities: Shares of Common Stock
|
|
Item
2(e).
|
CUSIP Number: 282559103
|
|
Item
3.
|
If the Statement
is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a: Not applicable.
|
|
|
(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);
|
|
CUSIP
No. 282559103
|
13G
|
Page
7 of 11 Pages
|
|
|
(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 association 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 (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:
|
|
(a)
|
Amount
beneficially owned:
|
1,134,6711
8.2%1
|
|
(c)
|
Number of shares as
to which such person has:
|
|
|
(i)
|
Sole power to vote or
direct the vote: 0
|
|
|
(ii)
|
Shared power to vote
or direct the vote: 1,134,6711
|
|
|
(iii)
|
Sole power to dispose
or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose
or to direct the disposition of: 1,134,6711
|
|
1.
|
Consists
of (a) 668,732 shares held by Pontifax (Israel) V, L.P., (b) 178,623 shares held by Pontifax (Cayman) V, L.P., (c) 259,816
shares held by Pontifax (China) V, L.P. and (d) 27,500 shares held by Late Stage L.P.. Pontifax 5 GP is the general partner
of each of the Pontifax Entities. Pontifax Management is the general partner of Pontifax 5 GP.. Mr. Tomer Kariv and Mr. Ran
Nussbaum are the directors of Pontifax Management. Late Stage L.P. is an affiliate of the Reporting Persons listed in this
report who de facto control Late Stage L.P.. Each of Mr. Kariv and Mr. Nussbaum disclaim beneficial ownership of the shares
held by the Pontifax Entities and Late Stage L.P., and the inclusion of such shares in this Schedule 13G, as amended, shall
not be deemed to be an admission of beneficial ownership of the reported shares.
|
|
CUSIP
No. 282559103
|
13G
|
Page
8 of 11 Pages
|
|
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 had 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 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 Group:
Not
applicable.
|
Not
applicable.
|
CUSIP
No. 282559103
|
13G
|
Page
9 of 11 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Date: February
14, 2020
|
|
|
|
PONTIFAX
5 G.P. L.P.
|
|
|
|
|
|
|
By:
|
/s/
Pontifax Management 4 G.P. (2015) Ltd.
|
|
|
Name:
|
Pontifax Management 4 G.P.
(2015) Ltd.
|
|
|
Title:
|
General
Partner
|
|
|
|
|
|
|
By:
|
/s/
Ran Nussbaum
|
|
|
Name:
|
Ran
Nussbaum
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
PONTIFAX
MANAGEMENT 4 G.P. (2015) LTD.
|
|
|
|
|
|
|
By:
|
/s/
Ran Nussbaum
|
|
|
Name:
|
Ran
Nussbaum
|
|
|
Title:
|
Director
|
|
|
/s/ Ran Nussbaum
|
|
|
RAN NUSSBAUM
|
|
|
|
|
/s/ Tomer Kariv
|
|
|
TOMER KARIV
|
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
|
CUSIP
No. 282559103
|
13G
|
Page
10 of 11 Pages
|
EXHIBIT
INDEX
|
CUSIP
No. 282559103
|
13G
|
Page
11 of 11 Pages
|
Exhibit
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the Schedule 13G with respect to the shares of 89bio Inc., dated as of February 14, 2020, is, and
any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each
of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date:
February 14, 2020
|
PONTIFAX
5 G.P. L.P.
|
|
|
|
|
|
|
By:
|
/s/
Pontifax Management 4 G.P. (2015) Ltd.
|
|
|
Name:
|
Pontifax Management 4 G.P.
(2015) Ltd.
|
|
|
Title:
|
General
Partner
|
|
|
|
|
|
|
By:
|
/s/
Ran Nussbaum
|
|
|
Name:
|
Ran
Nussbaum
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
PONTIFAX
MANAGEMENT 4 G.P. (2015) LTD.
|
|
|
|
|
|
|
By:
|
/s/
Ran Nussbaum
|
|
|
Name:
|
Ran
Nussbaum
|
|
|
Title:
|
Director
|
|
|
/s/ Ran Nussbaum
|
|
|
RAN NUSSBAUM
|
|
|
|
|
/s/ Tomer Kariv
|
|
|
TOMER KARIV
|
89bio (NASDAQ:ETNB)
Historical Stock Chart
From Mar 2024 to Apr 2024
89bio (NASDAQ:ETNB)
Historical Stock Chart
From Apr 2023 to Apr 2024
