SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Valor IV Pharma Holdings, LLC (Last) (First) (Middle) C/O VALOR EQUITY PARTNERS 875 NORTH MICHIGAN AVENUE, SUITE 3214 (Street) CHICAGO IL 60611 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/18/2020	3. Issuer Name and Ticker or Trading Symbol Harmony Biosciences Holdings, Inc. [ HRMY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	845,336	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(2)	(2)	Common Stock	9,129,640	(2)	D(1)
Series C Preferred Stock	(3)	(3)	Common Stock	217,527	(3)	D(1)

1. Name and Address of Reporting Person* Valor IV Pharma Holdings, LLC (Last) (First) (Middle) C/O VALOR EQUITY PARTNERS 875 NORTH MICHIGAN AVENUE, SUITE 3214 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gracias Antonio J. (Last) (First) (Middle) C/O VALOR EQUITY PARTNERS 875 NORTH MICHIGAN AVENUE, SUITE 3214 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sabater Juan A. (Last) (First) (Middle) C/O VALOR EQUITY PARTNERS 875 NORTH MICHIGAN AVENUE, SUITE 3214 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Antonio Gracias is the Chief Executive Officer of Valor Management L.P. ("Valor Management") and Juan A. Sabater is the President of Valor Management. Valor Management is the managing member of Valor Equity Capital IV LLC, which is the general partner of Valor Equity Associates IV L.P., which, in turn, is the general partner of each of Valor Equity Partners IV L.P., Valor Equity Partners IV-A L.P. and Valor Equity Partners IV-B L.P. (collectively, the "Valor Funds"). The Valor Funds are the sole members of the Valor IV Pharma Holdings, LLC ("Valor"). As such, Messers. Gracias and Sabater may be deemed to beneficially own the shares held by Valor. Each of Messers. Gracias and Sabater disclaims beneficial ownership over the shares described herein except to the extent of their pecuniary interest therein.

2. The Series A Preferred Stock is convertible into Common Stock on a 8.215-for-1 basis into the number of shares of Common Stock as shown in Column 3 at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. These shares have no expiration date.

3. The Series C Preferred Stock is convertible into Common Stock on a 8.215-for-1 basis into the number of shares of Common Stock as shown in Column 3 at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. These shares have no expiration date.

Remarks:

Exhibit 24.1 - Power of Attorney for Valor IV Pharma Holdings, LLC. Exhibit 24.2 - Power of Attorney for Antonio Gracias. Exhibit 24.3 - Power of Attorney for Juan A. Sabater.

	Valor Management L.P., By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias, Chief Executive Officer	08/18/2020
	Valor Equity Capital IV LLC, By: Valor Management L.P., its managing member, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias, Chief Executive Officer	08/18/2020
	Valor Equity Associates IV L.P., By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias, Chief Executive Officer	08/18/2020
	Valor Equity Partners IV L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias	08/18/2020
	Valor Equity Partners IV-A L.P.,By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias	08/18/2020
	Valor Equity Partners IV-B L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias	08/18/2020
	Valor Pharma Holdings, LLC By Valor Equity Associates IV L.P. general partner of its sole members By Valor Equity Capital IV LLC, its general partner By Valor Management L.P. its managing member By /s/ Stephanie Wisdo Attorney-in-fact for Antonio Gracias	08/18/2020
	Antonio Gracias, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias	08/18/2020
	Juan A. Sabater, By: /s/ Stephanie Wisdo, Attorney-in-fact for Juan A. Sabater	08/18/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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