Amended Statement of Beneficial Ownership (sc 13d/a)
September 21 2020 - 5:25PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
89bio, Inc.
(Name of Issuer)
Common Stock, par value $0.001
per share
(Title of Class of Securities)
282559103
(CUSIP Number)
RA Capital Management, L.P.
200 Berkeley Street, 18th Floor
Boston, MA 02116
Telephone: 617.778.2500
Attn: Peter Kolchinsky
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
September 17, 2020
(Date of Event Which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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1
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Names of Reporting Persons.
RA Capital Management, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings
is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization. Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power 0 shares
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8 Shared Voting Power 4,736,214 shares
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9 Sole Dispositive Power 0 shares
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10 Shared
Dispositive Power 4,736,214 shares
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11
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Aggregate Amount Beneficially Owned by
Each Reporting Person
4,736,214 shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount
in Row (11)
23.8%1
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14
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Type of Reporting Person (See Instructions)
IA, PN
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1
The reporting person is the beneficial owner of 4,736,214 shares of the Issuer’s Common Stock which constitute
approximately 23.8% of the class outstanding. The percentage calculation assumes that there are currently 19,878,852 outstanding
shares of Common Stock of the Issuer, based upon the Issuer’s prospectus filed with the Securities and Exchange Commission
(“SEC”) on September 18, 2020.
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1
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Names of Reporting Persons.
Peter Kolchinsky
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings
is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization. United
States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power 0 shares
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8 Shared Voting Power 4,736,214 shares
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9 Sole Dispositive Power 0 shares
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10 Shared
Dispositive Power 4,736,214 shares
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11
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Aggregate Amount Beneficially Owned by
Each Reporting Person
4,736,214 shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount
in Row (11)
23.8%2
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14
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Type of Reporting Person (See Instructions)
HC, IN
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2 The reporting person is the beneficial
owner of 4,736,214 shares of the Issuer’s Common Stock which constitute approximately 23.8% of the class outstanding. The
percentage calculation assumes that there are currently 19,878,852 outstanding shares of Common Stock of the Issuer, based upon
the Issuer’s prospectus filed with the Securities and Exchange Commission (“SEC”) on September 18, 2020.
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1
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Names of Reporting Persons.
Rajeev Shah
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings
is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization. United
States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power 0 shares
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8 Shared Voting Power 4,736,214 shares
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9 Sole Dispositive Power 0 shares
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10 Shared
Dispositive Power 4,736,214 shares
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11
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Aggregate Amount Beneficially Owned by
Each Reporting Person
4,736,214 shares
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|
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount
in Row (11)
23.8%3
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14
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Type of Reporting Person (See Instructions)
HC, IN
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3 The reporting person is the beneficial
owner of 4,736,214 shares of the Issuer’s Common Stock which constitute approximately 23.8% of the class outstanding. The
percentage calculation assumes that there are currently 19,878,852 outstanding shares of Common Stock of the Issuer, based upon
the Issuer’s prospectus filed with the Securities and Exchange Commission (“SEC”) on September 18, 2020.
This Amendment No.
2 amends and supplements the statement on Schedule 13D (the “Statement”) originally filed with the Securities and Exchange
Commission on November 13, 2019 by the Reporting Persons with respect to the Common Stock, $0.001 par value (the “Common
Stock”), of 89bio, Inc. (the “Issuer”). Unless otherwise defined herein, capitalized terms used in
this Amendment No. 2 shall have the meanings ascribed to them in the initial Statement.
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Item 2.
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Identity and Background
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Item 2(a) of the Statement is hereby
amended in part as follows:
(a) This Schedule 13D is being
filed on behalf of RA Capital Management, L.P. (“ RA Capital”), Peter Kolchinsky, and Rajeev Shah. RA Capital, Dr.
Kolchinsky, and Mr. Shah are collectively referred to herein as the “Reporting Persons.”
The Common Stock reported herein includes
3,772,573 shares held by RA Capital Healthcare Fund, L.P. (the “Fund”), 628,277 shares held in a separately managed
account (the “Account”), and 335,364 shares held by RA Capital Nexus Fund, L.P. (the “Nexus Fund”).
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Statement is hereby amended
and supplemented as follows:
On September 17, 2020, the Reporting Persons
purchased 1,300,000 shares of Common Stock of the Issuer for $36,400,000. The shares were purchased with working capital.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby supplemented as follows:
The Reporting Persons acquired the Common
Stock referred to in Item 3 for investment purposes and not with an intent, purpose or effect of changing control of the Issuer.
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Item 5.
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Interest in Securities of the Issuer
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(a) and (b) See Items 7-11 of the cover
pages above and Item 2.
(c) The following table lists the Reporting
Persons’ transactions in Common Stock that were effected during the sixty day period prior to the filing of this Schedule
13D:
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Transaction
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Date
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No. Shares
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Price
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Purchase
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17-Sep-2020
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1,181,381* and 118,619^
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$28.00
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Shares marked with an * were acquired by
the Fund, shares marked with an ^ were acquired by the Account.
(d) Not applicable.
(e) Not applicable.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1
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Joint Filing Agreement by and among the Reporting Persons
is incorporated herein by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange
Commission on November 13, 2019.
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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: September 21, 2020
RA CAPITAL MANAGEMENT, L.P.
By: /s/ Peter Kolchinsky
-------------------------------------------------
Peter Kolchinsky
Manager
PETER KOLCHINSKY
/s/ Peter Kolchinsky
-------------------------------------------------
RAJEEV SHAH
/s/ Rajeev Shah
-------------------------------------------------
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