☐ |
Rule 13d-1(b)
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☐ |
Rule 13d-1(c)
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☒ |
Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP No. G85347105
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13G
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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HealthCap VI, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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3,741,008 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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3,741,008 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,741,008 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.0% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Includes (i) 114,918 Ordinary Shares issuable upon exercise of options exercisable within 60 days of December 31, 2018 deemed to be beneficially
held by HealthCap VI L.P. (“HC”) and (ii) a warrant to purchase an additional 400,000 Ordinary Shares held by HC. Excludes options to purchase an additional 40,000 Ordinary Shares held as of the date hereof that are not exercisable
within 60 days of December 31, 2018 deemed to be beneficially held by HC.
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(2)
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This calculation is based on 47,185,048 Ordinary Shares, par value $0.01 per share, reported to be outstanding as of October 29, 2018 in the
Issuer’s Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission, or the SEC, on October 31, 2018, adjusted for an aggregate of 5,898,929 newly issued shares as reported by the Issuer in
the Current Report on Form 8-K, filed with the SEC on December 19, 2018.
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CUSIP No. G85347105
|
13G
|
Page 3 of 6 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
HealthCap VI GP S.A.
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|||
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
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|||
3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Switzerland
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
|
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0
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|||
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||||
6
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SHARED VOTING POWER
|
|
|
||
3,741,008 (1)
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||||
7
|
SOLE DISPOSITIVE POWER
|
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||
0
|
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|||
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||||
8
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SHARED DISPOSITIVE POWER
|
|
|
||
3,741,008 (1)
|
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|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,741,008 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
7.0% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Includes (i) 114,918 Ordinary Shares issuable upon exercise of options exercisable within 60 days of December 31, 2018 deemed to be beneficially
held by HealthCap VI L.P. (“HC”) and (ii) a warrant to purchase an additional 400,000 Ordinary Shares held by HC. Excludes options to purchase an additional 40,000 Ordinary Shares held as of the date hereof that are not exercisable within
60 days of December 31, 2018 deemed to be beneficially held by HC.
|
(2)
|
This calculation is based on 47,185,048 Ordinary Shares, par value $0.01 per share, reported to be outstanding as of October 29, 2018 in the
Issuer’s Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission, or the SEC, on October 31, 2018, adjusted for an aggregate of 5,898,929 newly issued shares as reported by the Issuer in the
Current Report on Form 8-K, filed with the SEC on December 19, 2018.
|
CUSIP No. G85347105
|
13G
|
Page 4 of 6 Pages
|
(a)
|
Name of Issuer
|
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Strongbridge Biopharma plc (the “Issuer”)
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(b)
|
Address of Issuer’s Principal Executive Offices
|
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900 Northbrook Drive, Suite 200, Trevose, PA 19053
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(a)
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Name of Person Filing
|
|
This Amendment No. 3 to Schedule 13G (the “Schedule 13G”) is being filed on
behalf of entity HealthCap VI, L.P. (“HC”) and its sole general partner, HealthCap VI GP S.A. (“GP”). HC and GP are collectively referred to herein as the “Reporting Persons.” Each Reporting Person is a venture capital investment entity.
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(b)
|
Address of the Principal Office or, if none, residence
|
|
The address of the principal offices of the Reporting Persons is 18, Avenue
d’Ouchy, 1006 Lausanne, Switzerland.
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(c)
|
Citizenship
|
|
HC is a limited partnership organized under the laws of Delaware. GP is a
limited liability company organized under the laws of Switzerland.
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(d)
|
Title of Class of Securities
|
|
Ordinary Shares, par value $0.01 per share.
|
(e)
|
CUSIP Number
G85347105
|
Item 3.
|
Not applicable.
|
CUSIP No. G85347105
|
13G
|
Page 5 of 6 Pages
|
Item 4.
|
Ownership.
|
(a)
|
Amount beneficially owned: See Row 9 of cover page for each Reporting Person
|
(b)
|
Percent of class: See Row 11 of cover page for each Reporting Person
|
(c)
|
Number of shares as to which the person has:
|
Item 5.
|
Not applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Not applicable.
|
Item 10.
|
Not applicable.
|
CUSIP No. G85347105
|
13G
|
Page 6 of 6 Pages
|
HEALTHCAP VI, L.P.
|
||
By: HEALTHCAP VI GP S.A.
|
||
Its: General Partner
|
||
By:
|
/s/ Dag Richter
|
|
Dag Richter, Director
|
||
By:
|
/s/ Fabrice Bernhard
|
|
Fabrice Bernhard, Director
|
||
HEALTHCAP VI GP S.A.
|
||
By:
|
/s/ Dag Richter
|
|
Dag Richter, Director
|
||
By:
|
/s/ Fabrice Bernhard
|
|
Fabrice Bernhard, Director
|