Initial Statement of Beneficial Ownership (3)
April 22 2019 - 6:40PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Global Life Bioventure V Sarl
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/12/2019
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3. Issuer Name
and
Ticker or Trading Symbol
IMMUNIC, INC. [IMUX]
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(Last)
(First)
(Middle)
37, RUE D'ANVERS, FLOOR 1,
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
LUXEMBOURG CITY, N4 L-1130
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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1371494
(1)
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I
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See footnote
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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On April 12, 2019, pursuant to an Exchange Agreement, dated as of January 6, 2019, between the Issuer (then known as Vital Therapies, Inc.), Immunic AG ("Immunic"), and the shareholders of Immunic party thereto (the "Exchange Agreement"), the holders of Immunic ordinary shares exchanged all of their outstanding shares for shares of Issuer common stock, resulting in Immunic becoming a wholly-owned subsidiary of the Issuer (the "Transaction"). Immediately following the Transaction, the Issuer changed its name to "Immunic, Inc." In connection with the Transaction, the Reporting Person received shares of common stock of the Issuer.
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(2)
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The reported securities are held directly by Global Life Bioventure V S.a r.l. ("Global Life"). The reported securities may be deemed to be beneficially owned by each of Omega Fund V, L.P. ("Omega V"), the sole owner of Global Life, Omega Fund V GP, L.P. ("Omega V GP"), as the general partner of Omega V, and Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), as the general partner of Omega V GP. Otello Stampacchia, Richard Lim, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Each of Omega V GP, Omega Fund V GP Manager and the Omega Directors disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Global Life Bioventure V Sarl
37, RUE D'ANVERS, FLOOR 1
LUXEMBOURG CITY, N4 L-1130
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X
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Omega Fund V, L.P.
185 DARTMOUTH STREET
BOSTON, MA 02116
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X
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Omega Fund V GP, L.P.
185 DARTMOUTH STREET
BOSTON, MA 02116
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X
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Omega Fund V GP Manager, Ltd.
185 DARTMOUTH STREET
BOSTON, MA 02116
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X
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Lim Richard J.
185 DARTMOUTH STREET
BOSTON, MA 02116
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X
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Stampacchia Otello
185 DARTMOUTH STREET
BOSTON, MA 02116
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X
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Nessi Claudio
C/O NEOMED
7 PLACE DU MOLARD
1204 GENEVA, V8 1204
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X
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Paster Anne-Mari
C/O OMEGA FUND MANAGEMENT, LLC
185 DARTMOUTH STREET, SUITE 502
BOSTON, MA 02116
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X
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Signatures
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Global Life Bioventure V, S.a r.l. /s/ Richard Lim
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4/22/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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