SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Allena Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
018119107
(CUSIP Number)
December 31, 2021
(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 persons 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. 018119107 |
1. |
Names of Reporting Persons
Frazier Healthcare VI, 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
1,651,357 shares (1) | |||||
7. | Sole Dispositive Power
0 shares | |||||
8. | Shared Dispositive Power
1,651,357 shares (1) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,357 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
2.0% (2) | |||||
12. | Type of Reporting Person (see instructions)
PN |
(1) | Consists of 1,651,357 shares of Common Stock held directly by Frazier Healthcare VI, L.P. FHM VI, L.P. is the general partner of Frazier Healthcare VI, L.P. and FHM VI, L.L.C. is the general partner of FHM VI, L.P. James N. Topper, Patrick J. Heron, Alan Frazier, Nader Naini and Nathan Every are the members of FHM VI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VI, L.P. |
(2) | Based on 82,571,078 shares of Common Stock outstanding on November 5, 2021 as set forth in the Issuers Form 10-Q filed with the SEC on November 12, 2021. |
CUSIP No. 018119107 |
1. |
Names of Reporting Persons
FHM VI, 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
1,651,357 shares (1) | |||||
7. | Sole Dispositive Power
0 shares | |||||
8. | Shared Dispositive Power
1,651,357 shares (1) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,357 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
2.0% (2) | |||||
12. | Type of Reporting Person (see instructions)
PN |
(1) | Consists of 1,651,357 shares of Common Stock held directly by Frazier Healthcare VI, L.P. FHM VI, L.P. is the general partner of Frazier Healthcare VI, L.P. and FHM VI, L.L.C. is the general partner of FHM VI, L.P. James N. Topper, Patrick J. Heron, Alan Frazier, Nader Naini and Nathan Every are the members of FHM VI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VI, L.P. |
(2) | Based on 82,571,078 shares of Common Stock outstanding on November 5, 2021 as set forth in the Issuers Form 10-Q filed with the SEC on November 12, 2021. |
CUSIP No. 018119107 |
1. |
Names of Reporting Persons
FHM VI, 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
1,651,357 shares (1) | |||||
7. | Sole Dispositive Power
0 shares | |||||
8. | Shared Dispositive Power
1,651,357 shares (1) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,357 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
2.0% (2) | |||||
12. | Type of Reporting Person (see instructions)
OO |
(1) | Consists of 1,651,357 shares of Common Stock held directly by Frazier Healthcare VI, L.P. FHM VI, L.P. is the general partner of Frazier Healthcare VI, L.P. and FHM VI, L.L.C. is the general partner of FHM VI, L.P. James N. Topper, Patrick J. Heron, Alan Frazier, Nader Naini and Nathan Every are the members of FHM VI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VI, L.P. |
(2) | Based on 82,571,078 shares of Common Stock outstanding on November 5, 2021 as set forth in the Issuers Form 10-Q filed with the SEC on November 12, 2021. |
CUSIP No. 018119107 |
1. |
Names of Reporting Persons
James N. 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
1,651,357 shares (1) | |||||
7. | Sole Dispositive Power
0 shares | |||||
8. | Shared Dispositive Power
1,651,357 shares (1) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,357 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
2.0% (2) | |||||
12. | Type of Reporting Person (see instructions)
IN |
(1) | Consists of 1,651,357 shares of Common Stock held directly by Frazier Healthcare VI, L.P. FHM VI, L.P. is the general partner of Frazier Healthcare VI, L.P. and FHM VI, L.L.C. is the general partner of FHM VI, L.P. James N. Topper, Patrick J. Heron, Alan Frazier, Nader Naini and Nathan Every are the members of FHM VI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VI, L.P. |
(2) | Based on 82,571,078 shares of Common Stock outstanding on November 5, 2021 as set forth in the Issuers Form 10-Q filed with the SEC on November 12, 2021. |
CUSIP No. 018119107 |
1. |
Names of Reporting Persons
Patrick J. 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
1,651,357 shares (1) | |||||
7. | Sole Dispositive Power
0 shares | |||||
8. | Shared Dispositive Power
1,651,357 shares (1) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,357 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
2.0% (2) | |||||
12. | Type of Reporting Person (see instructions)
IN |
(1) | Consists of 1,651,357 shares of Common Stock held directly by Frazier Healthcare VI, L.P. FHM VI, L.P. is the general partner of Frazier Healthcare VI, L.P. and FHM VI, L.L.C. is the general partner of FHM VI, L.P. James N. Topper, Patrick J. Heron, Alan Frazier, Nader Naini and Nathan Every are the members of FHM VI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VI, L.P. |
(2) | Based on 82,571,078 shares of Common Stock outstanding on November 5, 2021 as set forth in the Issuers Form 10-Q filed with the SEC on November 12, 2021. |
CUSIP No. 018119107 |
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
1,651,357 shares (1) | |||||
7. | Sole Dispositive Power
0 shares | |||||
8. | Shared Dispositive Power
1,651,357 shares (1) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,357 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
2.0% (2) | |||||
12. | Type of Reporting Person (see instructions)
IN |
(1) | Consists of 1,651,357 shares of Common Stock held directly by Frazier Healthcare VI, L.P. FHM VI, L.P. is the general partner of Frazier Healthcare VI, L.P. and FHM VI, L.L.C. is the general partner of FHM VI, L.P. James N. Topper, Patrick J. Heron, Alan Frazier, Nader Naini and Nathan Every are the members of FHM VI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VI, L.P. |
(2) | Based on 82,571,078 shares of Common Stock outstanding on November 5, 2021 as set forth in the Issuers Form 10-Q filed with the SEC on November 12, 2021. |
CUSIP No. 018119107 |
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
1,651,357 shares (1) | |||||
7. | Sole Dispositive Power
0 shares | |||||
8. | Shared Dispositive Power
1,651,357 shares (1) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,357 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
2.0% (2) | |||||
12. | Type of Reporting Person (see instructions)
IN |
(1) | Consists of 1,651,357 shares of Common Stock held directly by Frazier Healthcare VI, L.P. FHM VI, L.P. is the general partner of Frazier Healthcare VI, L.P. and FHM VI, L.L.C. is the general partner of FHM VI, L.P. James N. Topper, Patrick J. Heron, Alan Frazier, Nader Naini and Nathan Every are the members of FHM VI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VI, L.P. |
(2) | Based on 82,571,078 shares of Common Stock outstanding on November 5, 2021 as set forth in the Issuers Form 10-Q filed with the SEC on November 12, 2021. |
CUSIP No. 018119107 |
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
1,651,357 shares (1) | |||||
7. | Sole Dispositive Power
0 shares | |||||
8. | Shared Dispositive Power
1,651,357 shares (1) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,357 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
2.0% (2) | |||||
12. | Type of Reporting Person (see instructions)
IN |
(1) | Consists of 1,651,357 shares of Common Stock held directly by Frazier Healthcare VI, L.P. FHM VI, L.P. is the general partner of Frazier Healthcare VI, L.P. and FHM VI, L.L.C. is the general partner of FHM VI, L.P. James N. Topper, Patrick J. Heron, Alan Frazier, Nader Naini and Nathan Every are the members of FHM VI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VI, L.P. |
(2) | Based on 82,571,078 shares of Common Stock outstanding on November 5, 2021 as set forth in the Issuers Form 10-Q filed with the SEC on November 12, 2021. |
Item 1(a). | Name of Issuer: Allena Pharmaceuticals, Inc. | |
Item 1(b). | Address of Issuers Principal Executive Offices: One Newton Executive Park, Suite 202, Newton, MA 02462 | |
Item 2(a). | Name of Person Filing:
The entities and persons filing this statement (collectively, the Reporting Persons) are:
Frazier Healthcare VI, L.P. (FH VI) FHM VI, L.P. FHM VI, L.L.C. James N. Topper (Topper) Patrick J. Heron (Heron) Alan Frazier (Frazier) Nader Naini (Naini) Nathan Every (Every and together with Topper, Heron, Frazier and Naini, 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 VI | | Delaware, U.S.A. | |||
FHM VI, L.P. | | Delaware, U.S.A. | ||||
FHM VI, L.L.C. | | Delaware, U.S.A. | ||||
Individuals: | Topper | | United States Citizen | |||
Heron | | United States Citizen | ||||
Frazier | | United States Citizen | ||||
Naini | | United States Citizen | ||||
Every | | United States Citizen |
Item 2(d). | Title of Class of Securities: Common Stock | |
Item 2(e). | CUSIP Number: 018119107 | |
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 §240.13d1(b)(1)(ii)(J); | |
(k) | ☐ Group, in accordance with §240.13d1(b)(1)(ii)(K). | |
If filing as a non-U.S. institution in accordance with §240.13d1(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 |
Each member of the group is identified on the signature page to this Schedule 13G amendment.
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: January 28, 2022 | FRAZIER HEALTHCARE VI, L.P. | |||||
By: FHM VI, L.P., its General Partner | ||||||
By: FHM VI, L.L.C., its General Partner | ||||||
By: | /s/ Steve R. Bailey | |||||
Steve R. Bailey, Chief Financial Officer | ||||||
Date: January 28, 2022 | FHM VI, L.P. | |||||
By: | FHM VI, L.L.C., its General Partner | |||||
By: | /s/ Steve R. Bailey | |||||
Steve R. Bailey, Chief Financial Officer | ||||||
Date: January 28, 2022 | FHM VI, L.L.C. | |||||
By: | /s/ Steve R. Bailey | |||||
Steve R. Bailey, Chief Financial Officer | ||||||
Date: January 28, 2022 | By: | * | ||||
James N. Topper | ||||||
Date: January 28, 2022 | By: | * | ||||
Patrick J. Heron | ||||||
Date: January 28, 2022 | By: | * | ||||
Alan Frazier | ||||||
Date: January 28, 2022 | By: | * | ||||
Nader Naini | ||||||
Date: January 28, 2022 | By: | * | ||||
Nathan Every | ||||||
Date: January 28, 2022 | 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 February 24, 2017. |