0001193125-18-236943.txt : 20180803 0001193125-18-236943.hdr.sgml : 20180803 20180802202004 ACCESSION NUMBER: 0001193125-18-236943 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180803 DATE AS OF CHANGE: 20180802 GROUP MEMBERS: ALAN FRAZIER GROUP MEMBERS: BRIAN MORFITT GROUP MEMBERS: FHM VII, L.L.C. GROUP MEMBERS: FHM VII, L.P. GROUP MEMBERS: FRAZIER HEALTHCARE VII-A, L.P. GROUP MEMBERS: JAMES TOPPER GROUP MEMBERS: NADER NAINI GROUP MEMBERS: NATHAN EVERY GROUP MEMBERS: PATRICK HERON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nabriva Therapeutics plc CENTRAL INDEX KEY: 0001641640 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89113 FILM NUMBER: 18990128 BUSINESS ADDRESS: STREET 1: 56 FITZWILLIAM SQUARE CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: (610) 816-6640 MAIL ADDRESS: STREET 1: 1000 CONTINENTAL DRIVE STREET 2: SUITE 600 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: Nabriva Therapeutics AG DATE OF NAME CHANGE: 20150507 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Frazier Healthcare VII, L.P. CENTRAL INDEX KEY: 0001553071 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 601 UNION STREET STREET 2: SUITE 3200 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-254-7200 MAIL ADDRESS: STREET 1: 601 UNION STREET STREET 2: SUITE 3200 CITY: SEATTLE STATE: WA ZIP: 98101 SC 13G 1 d582636dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

Nabriva Therapeutics plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G63637105

(CUSIP Number)

July 24, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

Rule 13d-1(b)

 

 

Rule 13d-1(c)

 

 

Rule 13d-1(d)

 

*

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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. G63637105  

 

  1.   

Names of Reporting Persons

 

Frazier Healthcare VII, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially  Owned by Each Reporting Person With:

 

     5.    

Sole Voting Power

 

0 shares

     6.   

Shared Voting Power

 

3,122,540 shares (1)

     7.   

Sole Dispositive Power

 

0 shares

     8.   

Shared Dispositive Power

 

3,122,540 shares (1)

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,122,540 shares (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

 

4.7% (2)

12.    

Type of Reporting Person (see instructions)

 

PN

 

(1)

Consists of 3,122,540 Ordinary Shares held directly by Frazier Healthcare VII, L.P. FHM VII, L.P. is the general partner of Frazier Healthcare VII, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII, L.P.

(2)

Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuer’s public offering as set forth in the Issuer’s final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.

 


CUSIP No. G63637105  

 

  1.   

Names of Reporting Persons

 

Frazier Healthcare VII-A, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially  Owned by Each Reporting Person With:

 

     5.    

Sole Voting Power

 

0 shares

     6.   

Shared Voting Power

 

889,834 shares (1)

     7.   

Sole Dispositive Power

 

0 shares

     8.   

Shared Dispositive Power

 

889,834 shares (1)

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

889,834 shares (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

 

1.3% (2)

12.    

Type of Reporting Person (see instructions)

 

PN

 

(1)

Consists of 889,834 Ordinary Shares held directly by Frazier Healthcare VII-A, L.P. FHM VII, L.P. is the general partner of Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII-A, L.P.

(2)

Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuer’s public offering as set forth in the Issuer’s final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.

 


CUSIP No. G63637105  

 

  1.   

Names of Reporting Persons

 

FHM VII, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially  Owned by Each Reporting Person With:

 

     5.    

Sole Voting Power

 

0 shares

     6.   

Shared Voting Power

 

4,012,374 shares (1)

     7.   

Sole Dispositive Power

 

0 shares

     8.   

Shared Dispositive Power

 

4,012,374 shares (1)

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,012,374 shares (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

 

6.0% (2)

12.    

Type of Reporting Person (see instructions)

 

PN

 

(1)

Consists of 3,122,540 Ordinary Shares held directly by Frazier Healthcare VII, L.P. and 889,834 Ordinary Shares held directly by Frazier Healthcare VII-A, L.P (collectively, the “FH Shares”). FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the FH Shares.

(2)

Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuer’s public offering as set forth in the Issuer’s final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.

 


CUSIP No. G63637105  

 

  1.   

Names of Reporting Persons

 

FHM VII, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially  Owned by Each Reporting Person With:

 

     5.    

Sole Voting Power

 

0 shares

     6.   

Shared Voting Power

 

4,012,374 shares (1)

     7.   

Sole Dispositive Power

 

0 shares

     8.   

Shared Dispositive Power

 

4,012,374 shares (1)

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,012,374 shares (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

 

6.0% (2)

12.    

Type of Reporting Person (see instructions)

 

OO

 

(1)

Consists of 3,122,540 Ordinary Shares held directly by Frazier Healthcare VII, L.P. and 889,834 Ordinary Shares held directly by Frazier Healthcare VII-A, L.P (collectively, the “FH Shares”). FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the FH Shares.

(2)

Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuer’s public offering as set forth in the Issuer’s final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.

 


CUSIP No. G63637105  

 

  1.   

Names of Reporting Persons

 

James Topper

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States Citizen

Number of Shares Beneficially  Owned by Each Reporting Person With:

 

     5.    

Sole Voting Power

 

0 shares

     6.   

Shared Voting Power

 

4,012,374 shares (1)

     7.   

Sole Dispositive Power

 

0 shares

     8.   

Shared Dispositive Power

 

4,012,374 shares (1)

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,012,374 shares (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

 

6.0% (2)

12.    

Type of Reporting Person (see instructions)

 

IN

 

(1)

Consists of 3,122,540 Ordinary Shares held directly by Frazier Healthcare VII, L.P. and 889,834 Ordinary Shares held directly by Frazier Healthcare VII-A, L.P (collectively, the “FH Shares”). FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the FH Shares.

(2)

Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuer’s public offering as set forth in the Issuer’s final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.

 


CUSIP No. G63637105  

 

  1.   

Names of Reporting Persons

 

Patrick Heron

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States Citizen

Number of Shares Beneficially  Owned by Each Reporting Person With:

 

     5.    

Sole Voting Power

 

0 shares

     6.   

Shared Voting Power

 

4,012,374 shares (1)

     7.   

Sole Dispositive Power

 

0 shares

     8.   

Shared Dispositive Power

 

4,012,374 shares (1)

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,012,374 shares (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

 

6.0% (2)

12.    

Type of Reporting Person (see instructions)

 

IN

 

(1)

Consists of 3,122,540 Ordinary Shares held directly by Frazier Healthcare VII, L.P. and 889,834 Ordinary Shares held directly by Frazier Healthcare VII-A, L.P (collectively, the “FH Shares”). FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the FH Shares.

(2)

Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuer’s public offering as set forth in the Issuer’s final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.

 


CUSIP No. G63637105  

 

  1.   

Names of Reporting Persons

 

Alan Frazier

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States Citizen

Number of Shares Beneficially  Owned by Each Reporting Person With:

 

     5.    

Sole Voting Power

 

0 shares

     6.   

Shared Voting Power

 

4,012,374 shares (1)

     7.   

Sole Dispositive Power

 

0 shares

     8.   

Shared Dispositive Power

 

4,012,374 shares (1)

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,012,374 shares (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

 

6.0% (2)

12.    

Type of Reporting Person (see instructions)

 

IN

 

(1)

Consists of 3,122,540 Ordinary Shares held directly by Frazier Healthcare VII, L.P. and 889,834 Ordinary Shares held directly by Frazier Healthcare VII-A, L.P (collectively, the “FH Shares”). FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the FH Shares.

(2)

Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuer’s public offering as set forth in the Issuer’s final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.

 


CUSIP No. G63637105  

 

  1.   

Names of Reporting Persons

 

Nader Naini

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States Citizen

Number of Shares Beneficially  Owned by Each Reporting Person With:

 

     5.    

Sole Voting Power

 

0 shares

     6.   

Shared Voting Power

 

4,012,374 shares (1)

     7.   

Sole Dispositive Power

 

0 shares

     8.   

Shared Dispositive Power

 

4,012,374 shares (1)

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,012,374 shares (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

 

6.0% (2)

12.    

Type of Reporting Person (see instructions)

 

IN

 

(1)

Consists of 3,122,540 Ordinary Shares held directly by Frazier Healthcare VII, L.P. and 889,834 Ordinary Shares held directly by Frazier Healthcare VII-A, L.P (collectively, the “FH Shares”). FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the FH Shares.

(2)

Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuer’s public offering as set forth in the Issuer’s final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.

 


CUSIP No. G63637105  

 

  1.   

Names of Reporting Persons

 

Brian Morfitt

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States Citizen

Number of Shares Beneficially  Owned by Each Reporting Person With:

 

     5.    

Sole Voting Power

 

0 shares

     6.   

Shared Voting Power

 

4,012,374 shares (1)

     7.   

Sole Dispositive Power

 

0 shares

     8.   

Shared Dispositive Power

 

4,012,374 shares (1)

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,012,374 shares (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

 

6.0% (2)

12.    

Type of Reporting Person (see instructions)

 

IN

 

(1)

Consists of 3,122,540 Ordinary Shares held directly by Frazier Healthcare VII, L.P. and 889,834 Ordinary Shares held directly by Frazier Healthcare VII-A, L.P (collectively, the “FH Shares”). FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the FH Shares.

(2)

Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuer’s public offering as set forth in the Issuer’s final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.

 


CUSIP No. G63637105  

 

  1.   

Names of Reporting Persons

 

Nathan Every

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States Citizen

Number of Shares Beneficially  Owned by Each Reporting Person With:

 

     5.    

Sole Voting Power

 

0 shares

     6.   

Shared Voting Power

 

4,012,374 shares (1)

     7.   

Sole Dispositive Power

 

0 shares

     8.   

Shared Dispositive Power

 

4,012,374 shares (1)

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,012,374 shares (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

 

6.0% (2)

12.    

Type of Reporting Person (see instructions)

 

IN

 

(1)

Consists of 3,122,540 Ordinary Shares held directly by Frazier Healthcare VII, L.P. and 889,834 Ordinary Shares held directly by Frazier Healthcare VII-A, L.P (collectively, the “FH Shares”). FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the FH Shares.

(2)

Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuer’s public offering as set forth in the Issuer’s final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.

 


Item 1(a).    Name of Issuer: Nabriva Therapeutics plc
Item 1(b).    Address of Issuer’s Principal Executive Offices: 25-28 North Quay, Dublin 1, Ireland
Item 2(a).   

Name of Person Filing:

 

The entities and persons filing this statement (collectively, the “Reporting Persons”) are:

 

Frazier Healthcare VII, L.P. (“FH-VII”)

Frazier Healthcare VII-A, L.P. (“FH-VIIA”)

FHM VII, L.P. (“FHM-VII L.P.”)

FHM VII, L.L.C. (“FHM-VII LLC”)

James Topper (“Topper”)

Patrick Heron (“Heron”)

Alan Frazier (“Frazier”)

Nader Naini (“Naini”)

Nathan Every (“Every”)

Brian Morfitt (“Morfitt” and together with Topper, Heron, Frazier, Naini and Every, the “Members”)

Item 2(b).   

Address of Principal Business Office or, if none, Residence:

 

The address and principal business office of the Reporting Persons is:

 

c/o Frazier Healthcare Partners

601 Union Street, Suite 3200

Seattle, Washington 98101

Item 2(c).    Citizenship:      
   Entities:   

FH-VII

FH-VIIA

FHM-VII L.P.

FHM-VII LLC

  

-             Delaware, U.S.A.

-             Delaware, U.S.A.

-             Delaware, U.S.A.

-             Delaware, U.S.A.

   Individuals:   

Topper

Heron

Frazier

Naini

Every

Morfitt

  

-             United States Citizen

-             United States Citizen

-             United States Citizen

-             United States Citizen

-             United States Citizen

-             United States Citizen

Item 2(d).    Title of Class of Securities: Ordinary Shares
Item 2(e).    CUSIP Number: G63637105
Item 3.    If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
(a)   

☐   Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)   

☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)   

☐   Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

(d)   

☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)   

☐   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)   

☐   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)   

☐   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)   

☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)   

☐   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);


(j)   

☐   A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)   

☐   Group, in accordance with §240.13d–1(b)(1)(ii)(K).

   If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:     

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

 

  (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:

 

  (i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

 

  (ii)

Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

 

  (iii)

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

 

  (iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

 

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ☐.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of a Group

Not applicable.

 

Item 10.

Certification

Not applicable.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: August 2, 2018     FRAZIER HEALTHCARE VII, L.P.
    By FHM VII, L.P., its general partner
    By FHM VII, L.L.C., its general partner
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: August 2, 2018     FRAZIER HEALTHCARE VII-A, L.P.
    By FHM VII, L.P., its general partner
    By FHM VII, L.L.C., its general partner
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: August 2, 2018     FHM VII, L.P.
    By FHM VII, L.L.C., its general partner
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: August 2, 2018     FHM VII, L.L.C.
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: August 2, 2018     By:  

*

      James Topper
Date: August 2, 2018     By:  

*

      Patrick Heron
Date: August 2, 2018     By:  

*

      Nader Naini
Date: August 2, 2018     By:  

*

      Nathan Every
Date: August 2, 2018     By:  

*

      Brian Morfitt


Date: August 2, 2018     *By:  

/s/ Steve R. Bailey

      Steve R. Bailey, as Attorney-in-Fact

This Schedule 13G was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on March 29, 2016.


Exhibit Index

Exhibit A - Agreement regarding filing of joint Schedule 13G.

EX-99.1A 2 d582636dex991a.htm EX-99.1A EX-99.1A

EXHIBIT A

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Ordinary Shares of Nabriva Therapeutics plc.

 

Date: August 2, 2018     FRAZIER HEALTHCARE VII, L.P.
    By FHM VII, L.P., its general partner
    By FHM VII, L.L.C., its general partner
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: August 2, 2018     FRAZIER HEALTHCARE VII-A, L.P.
    By FHM VII, L.P., its general partner
    By FHM VII, L.L.C., its general partner
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: August 2, 2018     FHM VII, L.P.
    By FHM VII, L.L.C., its general partner
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: August 2, 2018     FHM VII, L.L.C.
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: August 2, 2018     By:  

*

      James Topper
Date: August 2, 2018     By:  

*

      Patrick Heron
Date: August 2, 2018     By:  

*

      Nader Naini
Date: August 2, 2018     By:  

*

      Nathan Every


Date: August 2, 2018     By:  

*

      Brian Morfitt
Date: August 2, 2018     *By:  

/s/ Steve R. Bailey

      Steve R. Bailey, as Attorney-in-Fact

This Agreement was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on March 29, 2016.