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*
Hayden Michael R

(Last) (First) (Middle)
C/O 89BIO, INC.
535 MISSION STREET, 14TH FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2019
3. Issuer Name and Ticker or Trading Symbol
89bio, Inc. [ ETNB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
X Form filed by One Reporting Person
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)
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 (1) (1) Common Stock 58,978(1) (1) I See footnote(2)
Stock Option (Right to Buy) (3) 11/09/2028 Common Stock 88,467 1.93 D
Stock Option (Right to Buy) (4) 01/30/2029 Common Stock 9,380 1.93 D
Stock Option (Right to Buy) (5) 07/30/2029 Common Stock 36,367 3.11 D
Explanation of Responses:
1. Each share of Series A Preferred Stock is convertible into common stock on a one-for-6.217 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.
2. These shares are held directly by Genworks 2 Consulting Inc., over which the Reporting Person's wife has sole voting and investment power.
3. This option represents a right to purchase a total of 86,467 shares of the Issuer's common stock, one quarter of which vested on April 16, 2019, with the remaining three quarters vesting in equal quarterly installments over the following three years.
4. This option represents a right to purchase a total of 9,390 shares of the Issuer's common stock, one quarter of which vested on April 16, 2019, with the remaining three quarters vesting in equal quarterly installments over the following three years.
5. This option represents a right to purchase a total of 36,367 shares of the Issuer's common stock, one quarter of which will vest on July 23, 2020, with the remaining three quarters vesting in equal quarterly installments over the following three years.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Ryan A. Murr, Attorney-in-Fact for Michael R. Hayden 11/08/2019
** 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 5 (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.
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