SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Pieris Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
720795103
(CUSIP Number)
December 31, 2016
(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 disclosures provided in a prior cover page. |
The information required on 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).
(Continued on following pages)
Page 1 of 15
Exhibit Index on Page 13
| CUSIP # 720795103 | Page 2 of 15 |
| 1 | NAME OF REPORTING PERSONS
Global Life Bioventure IV, S.à r.l. (“Global Life”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,697,384 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,697,384 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,697,384 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.94% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | This Schedule 13 G is filed by Global Life Bioventure IV, S.à r.l. (“Global Life”), Omega Fund IV, L.P., the sole owner of Global Life (“Omega Fund”), Omega Fund IV GP, L.P., the general partner of Omega Fund (“Omega GP”), Omega Fund IV G.P. Manager, Ltd., the general partner of Omega GP (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”) and Anne-Mari Paster (“Paster”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 43,058,827 shares of the Issuer’s Common Stock outstanding as of November 7, 2016, as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016. |
| CUSIP # 720795103 | Page 3 of 15 |
| 1 | NAME OF REPORTING PERSONS
Omega Fund IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,697,384 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,697,384 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,697,384 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.94% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | This Schedule 13 G is filed by Global Life Bioventure IV, S.à r.l. (“Global Life”), Omega Fund IV, L.P., the sole owner of Global Life (“Omega Fund”), Omega Fund IV GP, L.P., the general partner of Omega Fund (“Omega GP”), Omega Fund IV G.P. Manager, Ltd., the general partner of Omega GP (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”) and Anne-Mari Paster (“Paster”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 43,058,827 shares of the Issuer’s Common Stock outstanding as of November 7, 2016, as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016. |
| CUSIP # 720795103 | Page 4 of 15 |
| 1 | NAME OF REPORTING PERSONS
Omega Fund IV GP, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,697,384 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,697,384 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,697,384 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.94% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | This Schedule 13 G is filed by Global Life Bioventure IV, S.à r.l. (“Global Life”), Omega Fund IV, L.P., the sole owner of Global Life (“Omega Fund”), Omega Fund IV GP, L.P., the general partner of Omega Fund (“Omega GP”), Omega Fund IV G.P. Manager, Ltd., the general partner of Omega GP (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”) and Anne-Mari Paster (“Paster”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 43,058,827 shares of the Issuer’s Common Stock outstanding as of November 7, 2016, as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016. |
| CUSIP # 720795103 | Page 5 of 15 |
| 1 | NAME OF REPORTING PERSONS
Omega Fund IV G.P. Manager, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,697,384 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,697,384 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,697,384 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.94% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | This Schedule 13 G is filed by Global Life Bioventure IV, S.à r.l. (“Global Life”), Omega Fund IV, L.P., the sole owner of Global Life (“Omega Fund”), Omega Fund IV GP, L.P., the general partner of Omega Fund (“Omega GP”), Omega Fund IV G.P. Manager, Ltd., the general partner of Omega GP (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”) and Anne-Mari Paster (“Paster”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 43,058,827 shares of the Issuer’s Common Stock outstanding as of November 7, 2016, as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016. |
| CUSIP # 720795103 | Page 6 of 15 |
| 1 | NAME OF REPORTING PERSONS
Richard Lim | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,697,384 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,697,384 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,697,384 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.94% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | This Schedule 13 G is filed by Global Life Bioventure IV, S.à r.l. (“Global Life”), Omega Fund IV, L.P., the sole owner of Global Life (“Omega Fund”), Omega Fund IV GP, L.P., the general partner of Omega Fund (“Omega GP”), Omega Fund IV G.P. Manager, Ltd., the general partner of Omega GP (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”) and Anne-Mari Paster (“Paster”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 43,058,827 shares of the Issuer’s Common Stock outstanding as of November 7, 2016, as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016. |
| CUSIP # 720795103 | Page 7 of 15 |
| 1 | NAME OF REPORTING PERSONS
Otello Stampacchia | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,697,384 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,697,384 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,697,384 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.94% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | This Schedule 13 G is filed by Global Life Bioventure IV, S.à r.l. (“Global Life”), Omega Fund IV, L.P., the sole owner of Global Life (“Omega Fund”), Omega Fund IV GP, L.P., the general partner of Omega Fund (“Omega GP”), Omega Fund IV G.P. Manager, Ltd., the general partner of Omega GP (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”) and Anne-Mari Paster (“Paster”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 43,058,827 shares of the Issuer’s Common Stock outstanding as of November 7, 2016, as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016. |
| CUSIP # 720795103 | Page 8 of 15 |
| 1 | NAME OF REPORTING PERSONS
Anne-Mari Paster | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,697,384 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,697,384 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,697,384 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.94% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | This Schedule 13 G is filed by Global Life Bioventure IV, S.à r.l. (“Global Life”), Omega Fund IV, L.P., the sole owner of Global Life (“Omega Fund”), Omega Fund IV GP, L.P., the general partner of Omega Fund (“Omega GP”), Omega Fund IV G.P. Manager, Ltd., the general partner of Omega GP (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”) and Anne-Mari Paster (“Paster”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 43,058,827 shares of the Issuer’s Common Stock outstanding as of November 7, 2016, as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016. |
| CUSIP # 720795103 | Page 9 of 15 |
| ITEM 1(A). | NAME OF ISSUER |
Pieris Pharmaceuticals, Inc. (the “Issuer”)
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
255 State Street, 9th Floor
Boston, MA 02109
| ITEM 2(A). | NAME OF PERSONS FILING |
This Schedule is filed by Global Life Bioventure IV, S.à r.l, a limited liability company organized under the laws of Luxembourg (“Global Life”), Omega Fund IV, L.P. , a Cayman Islands exempted limited partnership (“Omega Fund”), Omega Fund IV GP, L.P., a Cayman Islands exempted limited partnership (“Omega GP”), Omega Fund IV G.P. Manager, Ltd., a Cayman Islands exempted company (“Omega Ltd”), Richard Lim (“Lim”), Anne-Mari Paster (“Paster”) and Otello Stampacchia (“Stampacchia”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons” and individually as a “Reporting Person”.
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address of the principal business office of Global Life is c/o Amicorp Luxembourg S.A., 11-13, Boulevard de la Foire, L-1528 Luxembourg. The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Lim, Paster and Stampacchia is c/o Omega Fund Management, LLC, 185 Dartmouth Street, Suite 502, Boston, MA 02116.
| ITEM 2(C). | CITIZENSHIP |
| Name |
Citizenship or Place of Organization | |
| Global Life | Luxembourg | |
| Omega Fund | Cayman Islands | |
| Omega GP | Cayman Islands | |
| Omega Ltd. | Cayman Islands | |
| Lim | United States of America | |
| Paster | United States of America | |
| Stampacchia | Italy |
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES |
Common Stock, par value $0.001 per share
| ITEM 2(D). | CUSIP NUMBER |
720795103
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
Not applicable.
| CUSIP # 720795103 | Page 10 of 15 |
| ITEM 4. | OWNERSHIP |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer:
| Reporting Persons |
Shares of Common Stock Held Directly (1) |
Sole Voting Power |
Shared Voting Power (1) |
Sole Dispositive Power |
Shared Dispositive Power (1) |
Beneficial Ownership (1) |
Percentage of Class (1) |
|||||||||||||||||||||
| Global Life |
1,697,384 | 0 | 1,697,384 | 0 | 1,697,384 | 1,697,384 | 3.94 | % | ||||||||||||||||||||
| Omega Fund |
0 | 0 | 1,697,384 | 0 | 1,697,384 | 1,697,384 | 3.94 | % | ||||||||||||||||||||
| Omega GP |
0 | 0 | 1,697,384 | 0 | 1,697,384 | 1,697,384 | 3.94 | % | ||||||||||||||||||||
| Omega Ltd |
0 | 0 | 1,697,384 | 0 | 1,697,384 | 1,697,384 | 3.94 | % | ||||||||||||||||||||
| Lim |
0 | 0 | 1,697,384 | 0 | 1,697,384 | 1,697,384 | 3.94 | % | ||||||||||||||||||||
| Paster |
0 | 0 | 1,697,384 | 0 | 1,697,384 | 1,697,384 | 3.94 | % | ||||||||||||||||||||
| Stampacchia |
0 | 0 | 1,697,384 | 0 | 1,697,384 | 1,697,384 | 3.94 | % | ||||||||||||||||||||
| (1) | This percentage is calculated based upon 43,058,827 shares of the Issuer’s Common Stock outstanding as of November 7, 2016, as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016. |
| ITEM 5. | OWNERSHIP OF FIVE 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 five percent of the class of securities, check the following ☒.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Under certain circumstances set forth in the organizational documents of Global Life and Omega Ltd and the limited partnership agreements of Omega Fund and Omega GP, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member, as the case may be.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable
| ITEM 10. | CERTIFICATION. |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP # 720795103 | Page 11 of 15 |
SIGNATURES
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: February 13, 2017
| Global Life Bioventure IV, S.à r.l. | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Class A Manager | |
| By: | /s/ Eddy Dome | |
| Name: | Eddy Dome | |
| Title: | Class B Manager | |
| Omega Fund IV, L.P. | ||
| By: | Omega Fund IV GP, L.P. | |
| Its: | General Partner | |
| By: | Omega Fund IV GP Manager, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| Omega Fund IV GP, L.P. | ||
| By: | Omega Fund IV GP Manager, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| Omega Fund IV GP Manager, Ltd. | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| CUSIP # 720795103 | Page 12 of 15 |
| Richard Lim | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Otello Stampacchia | ||
| By: | /s/ Otello Stampacchia | |
| Name: | Otello Stampacchia | |
| Anne-Mari Paster | ||
| By: | /s/ Anne-Mari Paster | |
| Name: | Anne-Mari Paster | |
| CUSIP # 720795103 | Page 13 of 15 |
EXHIBIT INDEX
| Exhibit |
Found on Sequentially Numbered Page | |
| Exhibit A: Agreement of Joint Filing |
14 | |
| CUSIP # 720795103 | Page 14 of 15 |
EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 13, 2017
| Global Life Bioventure IV, S.à r.l. | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Class A Manager | |
| By: | /s/ Eddy Dome | |
| Name: | Eddy Dome | |
| Title: | Class B Manager | |
| Omega Fund IV, L.P. | ||
| By: | Omega Fund IV GP, L.P. | |
| Its: | General Partner | |
| By: | Omega Fund IV GP Manager, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| Omega Fund IV GP, L.P. | ||
| By: | Omega Fund IV GP Manager, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| Omega Fund IV GP Manager, Ltd. | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| CUSIP # 720795103 | Page 15 of 15 |
| Richard Lim | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Otello Stampacchia | ||
| By: | /s/ Otello Stampacchia | |
| Name: | Otello Stampacchia | |
| Anne-Mari Paster | ||
| By: | /s/ Anne-Mari Paster | |
| Name: | Anne-Mari Paster | |