SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KKR Genetic Disorder L.P.

(Last) (First) (Middle)
9 WEST 57TH STREET, SUITE 4200

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BridgeBio Pharma, Inc. [ BBIO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/01/2019 C 34,253,561 A (1) 34,253,561 I See footnotes(2)(3)
Common Stock 07/01/2019 P 2,647,100 A $17 36,900,661 I See footnotes(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Units (1) 07/01/2019 C 81,022,727 (1) (1) Common Stock 15,859,312 (1) 0 I See footnotes(2)(3)
Series C Preferred Units (1) 07/01/2019 C 36,246,893 (1) (1) Common Stock 8,215,295 (1) 0 I See footnotes(2)(3)
Series D Preferred Units (1) 07/01/2019 C 50,446,451 (1) (1) Common Stock 10,178,954 (1) 0 I See footnotes(2)(3)
1. Name and Address of Reporting Person*
KKR Genetic Disorder L.P.

(Last) (First) (Middle)
9 WEST 57TH STREET, SUITE 4200

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ROBERTS GEORGE R

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KRAVIS HENRY R

(Last) (First) (Middle)
9 WEST 57TH STREET, SUITE 4200

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Management LLC

(Last) (First) (Middle)
9 WEST 57TH STREET, SUITE 4200

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR & Co. Inc.

(Last) (First) (Middle)
9 WEST 57TH STREET, SUITE 4200

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Group Holdings Corp.

(Last) (First) (Middle)
9 WEST 57TH STREET, SUITE 4200

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Management Holdings Corp

(Last) (First) (Middle)
9 WEST 57TH STREET, SUITE 4200

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Management Holdings L.P.

(Last) (First) (Middle)
9 WEST 57TH STREET, SUITE 4200

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Genetic Disorder GP LLC

(Last) (First) (Middle)
9 WEST 57TH STREET, SUITE 4200

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. Immediately prior to the closing of the Issuer's initial public offering (the "IPO"), all Series B Preferred Units, Series C Preferred Units and Series D Preferred Units (collectively, the "Preferred Units") of BridgeBio Pharma LLC (the "LLC") were exchanged for shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Issuer in an exempt transaction pursuant to Rules 16b-3, 16b-6 and 16b-7 (the "Reorganization"). In connection with the Reorganization, a wholly-owned subsidiary of the Issuer was merged with and into the LLC, and shares of Common Stock were allocated to the holders of Preferred Units in the LLC pursuant to the distribution provisions of the Fourth Amended and Restated Limited Liability Company Agreement of the LLC, dated November 20, 2018, as amended, with a value implied by the IPO price of $17.00 per share. The Preferred Units had no expiration date.
2. The securities of the Issuer are held by KKR Genetic Disorder L.P. KKR Genetic Disorder GP LLC, as the general partner of KKR Genetic Disorder L.P., KKR Management Holdings L.P., as the sole member of KKR Genetic Disorder GP LLC, KKR Management Holdings Corp., as the general partner of KKR Management Holdings L.P., KKR Group Holdings Corp., as the sole shareholder of KKR Management Holdings Corp., KKR & Co. Inc., as the sole shareholder of KKR Group Holdings Corp., KKR Management LLC, as the Class B common stockholder of KKR & Co. Inc., and Messrs. Henry R. Kravis and George R. Roberts, as the designated members of KKR Management LLC, may be deemed to be the beneficial owners having shared voting and investment power with respect to the shares described above. Each of Messrs. Kravis and Roberts disclaims beneficial ownership of the shares held by KKR Genetic Disorder L.P.
3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Remarks:
KKR GENETIC DISORDER L.P., By: KKR Genetic Disorder GP LLC, its general partner, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 07/03/2019
KKR GENETIC DISORDER GP LLC, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 07/03/2019
KKR MANAGEMENT HOLDINGS L.P., By: KKR Management Holdings Corp., its general partner, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 07/03/2019
KKR MANAGEMENT HOLDINGS CORP., By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 07/03/2019
KKR GROUP HOLDINGS CORP., By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 07/03/2019
KKR & CO. INC., By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 07/03/2019
KKR MANAGEMENT LLC, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 07/03/2019
HENRY R. KRAVIS, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact 07/03/2019
GEORGE R. ROBERTS, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact 07/03/2019
** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.