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
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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*
Longitude Capital Partners III, LLC

(Last) (First) (Middle)
2740 SAND HILL RD 2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
89bio, Inc. [ ETNB ]
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)
11/11/2019
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 11/11/2019 P 575,000(1) A $16 575,000 I See footnote(3)
Common Stock 11/13/2019 C 1,916,787 A (2) 2,491,787 I See footnote(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 A Preferred Stock (2) 11/13/2019 C 11,916,667 (2) (2) Common Stock 1,916,787 $0.00 0 I See footnote(3)
1. Name and Address of Reporting Person*
Longitude Capital Partners III, LLC

(Last) (First) (Middle)
2740 SAND HILL RD 2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Longitude Venture Partners III, L.P.

(Last) (First) (Middle)
2740 SAND HILL RD 2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tammenoms Bakker Juliet

(Last) (First) (Middle)
2740 SAND HILL RD 2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENRIGHT PATRICK G

(Last) (First) (Middle)
2740 SAND HILL RD 2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. On November 11, 2019, Longitude Venture Partners III, L.P. ("Longitude Venture III") purchased 575,000 shares of the Issuer's common stock at a price of $16.00 per share in the Issuer's initial public offering.
2. The Series A Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-6.217 basis immediately prior the closing of the Issuer's initial public offering on November 13, 2019 and had no expiration date.
3. These shares are held directly by Longitude Venture III. Longitude Capital Partners III, LLC ("Longitude Capital III") is the general partner of Longitude Venture III and may be deemed to have shared voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of Longitude Capital III (each a "Manager" and collectively, the "Managers") and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of Longitude Capital III and the Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
Remarks:
Longitude Venture Partners III, L.P.; By /s/ Patrick G. Enright, Managing Member 11/13/2019
Longitude Capital Partners III, LLC; By /s/ Patrick G. Enright, Managing Member 11/13/2019
/s/ Juliet Tammenoms Bakker 11/13/2019
/s/ Patrick G. Enright 11/13/2019
** 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).
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