0001104659-21-118359.txt : 20210922
0001104659-21-118359.hdr.sgml : 20210922
20210922170052
ACCESSION NUMBER: 0001104659-21-118359
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210920
FILED AS OF DATE: 20210922
DATE AS OF CHANGE: 20210922
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Violin Jonathan
CENTRAL INDEX KEY: 0001730615
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37467
FILM NUMBER: 211270180
MAIL ADDRESS:
STREET 1: 955 CHESTERBROOK BOULEVARD
STREET 2: SUITE 200
CITY: CHESTERBROOK
STATE: PA
ZIP: 19087
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Astria Therapeutics, Inc.
CENTRAL INDEX KEY: 0001454789
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 HIGH STREET
STREET 2: 28TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
BUSINESS PHONE: 617-349-1971
MAIL ADDRESS:
STREET 1: 100 HIGH STREET
STREET 2: 28TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
FORMER COMPANY:
FORMER CONFORMED NAME: CATABASIS PHARMACEUTICALS INC
DATE OF NAME CHANGE: 20090127
4
1
tm2128174-1_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-09-20
0
0001454789
Astria Therapeutics, Inc.
ATXS
0001730615
Violin Jonathan
C/O ASTRIA THERAPEUTICS, INC.
100 HIGH STREET, FLOOR 28
BOSTON
MA
02110
1
0
0
0
Common Stock
2021-09-20
4
J
0
263321
0
D
0
I
By Lazarus Life Sciences I, LLC
Common Stock
2021-09-20
4
J
0
263321
0
A
263321
D
Common Stock
0
I
See Footnotes
On September 20, 2021, Lazarus Life Sciences I, LLC ("Lazarus"), a limited liability company in which the Reporting Person holds a profits interest, distributed all of its shares of common stock of the Issuer to its beneficial owners, including 263,321 shares of common stock to the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities held by Lazarus, except to the extent of his pecuniary interest therein. All share numbers herein give effect to the one-for-six reverse stock split effected by the Issuer on August 19, 2021.
The Reporting Person also holds an indirect interest in Viridian, LLC ("Viridian"), which holds warrants to purchase common stock of the Issuer. Each of Lazarus and Viridian has adopted a policy pursuant to which voting and dispositive decisions with respect to the Issuer's securities require the approval of at least three of the respective entity's managers. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based upon the foregoing analysis, no individual manager of Lazarus or Viridian exercises voting or dispositive control over any of the securities of the Issuer held by Lazarus or Viridian, respectively.
Based on the above, none of Lazarus, Viridian or the Reporting Person will be deemed to have or share beneficial ownership of securities of the Issuer held by Lazarus or Viridian.
/s/ Ben Harshbarger, as attorney-in-fact for Jonathan Violin
2021-09-22