SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ________)

Albireo Pharma, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Titles of Class of Securities)

01345P106

(CUSIP Number)

Michael LaGatta

Vice President

TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 3, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 10 Pages)

____________

*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).

* The calculation assumes that there is a total of 6,294,725 shares of common stock (“Common Stock”) of Albireo Pharma, Inc. (the “Issuer”) outstanding following the Merger (as defined herein), as reported in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on November 4, 2016.

* The calculation assumes that there is a total of 6,294,725 shares of Common Stock outstanding following the Merger, as reported in the Current Report on Form 8-K filed by the Issuer with the Commission on November 4, 2016.

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* The calculation assumes that there is a total of 6,294,725 shares of Common Stock outstanding following the Merger, as reported in the Current Report on Form 8-K filed by the Issuer with the Commission on November 4, 2016.

Item 1. Security and Issuer.

This Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, par value $0.01 per share, of Albireo Pharma, Inc. The principal executive offices of the Issuer are located at 50 Milk Street, 16th Floor, Boston, Massachusetts 02109.

Item 2. Identity and Background.

This Schedule 13D is being filed jointly on behalf of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman and James G. Coulter (each a “Reporting Person” and collectively, the “Reporting Persons”). The business address of each Reporting Person is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG Biotechnology GenPar II Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Biotechnology GenPar II L.P., a Delaware limited partnership, which is the general partner of each of (i) TPG Biotechnology Partners II, L.P., a Delaware limited partnership (“TPG Biotech II”), which directly holds 568,638 shares of Common Stock, and (ii) TPG Biotech II Reinvest AIV L.P., a Delaware limited partnership (“TPG Biotech II Reinvest” and, together with TPG Biotech II, the “TPG Funds”), which directly holds 208,458 shares of Common Stock. Because of Group Advisors’ relationship to the TPG Funds, Group Advisors may be deemed to beneficially own the shares of Common Stock held by the TPG Funds.

Messrs. Bonderman and Coulter are sole shareholders of Group Advisors. Because of the relationship of Messrs. Bonderman and Coulter to Group Advisors, each of Messrs. Bonderman and Coulter may be deemed to beneficially own the securities reported herein. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

The principal business of Group Advisors is serving as the sole ultimate general partner, managing member or similar entity of related entities engaged in making or recommending investments in securities of public and private companies.

The present principal occupation of David Bonderman is President of Group Advisors and officer, director and/or manager of other affiliated entities.

The present principal occupation of James G. Coulter is Senior Vice President of Group Advisors and officer, director and/or manager of other affiliated entities.

The name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of Group Advisors are listed on Schedule I hereto.

Each of Messrs. Bonderman, Coulter and the individuals referred to on Schedule I hereto is a United States citizen.

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification, any of the persons listed on Schedule I hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in or incorporated by reference in Items 4, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

Item 4. Purpose of Transaction.

Exchange Agreement

Immediately prior to and in connection with the Merger (as defined below), TPG Biotech II held 312,374 ordinary shares (“Ordinary Shares”) of Albireo Limited (“Prior Albireo”) issued upon the conversion of Series C voting preference shares of Prior Albireo (“Series C Shares”) and 7,812,191 Ordinary Shares issued upon the conversion of Series B voting preference shares of Prior Albireo (“Series B Shares”), and TPG Biotech II Reinvest held 2,978,399 Ordinary Shares issued upon the conversion of Series C Shares.

On November 3, 2016, the Issuer, formerly known as “Biodel Inc.” (“Biodel”), completed its business combination with Prior Albireo in accordance with the terms of the Amended and Restated Share Exchange Agreement, dated as of July 13, 2016 (the “Exchange Agreement”), by and among Biodel, Prior Albireo and the shareholders and noteholders of Prior Albireo. Pursuant to the Exchange Agreement, each holder of Prior Albireo Ordinary Shares or notes convertible into Ordinary Shares exchanged their shares of Prior Albireo for newly issued Shares of Common Stock (the “Merger”) based on an exchange ratio of 0.06999 shares of Common Stock for each Ordinary Share outstanding immediately prior to the Merger. As a result, the Issuer issued an aggregate of 4,156,449 shares of Common Stock to Prior Albireo shareholders (after giving effect to the Reverse Stock Split (as defined below)), and Prior Albireo became a wholly owned subsidiary of Biodel. Also, on November 3, 2016, in connection with, and prior to completion of, the Transaction, Biodel effected a 1-for-30 reverse stock split of its common stock (the “Reverse Stock Split”) and, following the completion of the Merger, changed its name to “Albireo Pharma, Inc.” Accordingly, pursuant to the Exchange Agreement, TPG Biotech II and TPG Biotech II Reinvest received in the aggregate, as Merger consideration, 777,096 shares of Common Stock (after giving effect to the Reverse Stock Split) in exchange for the 11,102,964 Ordinary Shares they held prior to the Merger.

Pursuant to the Exchange Agreement, the TPG Funds agreed not to, except in certain circumstances, sell or transfer, or engage in swap or similar transactions with respect to, the shares of Common Stock they received in the Merger for the 180-day period following the closing of the Merger.

The purchases of the Series B Shares and Series C Shares held by TPG Biotech II and the Series C Shares held by TPG Biotech II Reinvest prior to the Merger were funded by equity contributions of the limited partners of the respective TPG Funds.

Board of Directors

Following the consummation of the Merger, in accordance with the Exchange Agreement, the Issuer’s board of directors consists of (i) two members designated by the Issuer and (ii) five members designated by Prior Albireo. In accordance with the Exchange Agreement, at the Closing on November 3, 2016, the board of directors and its committees were reconstituted and Dr. Heather Preston, a TPG Partner, was appointed to serve as a member of the Issuer’s board of directors.

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedule I hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or

disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors of the Issuer; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and taking any action similar to any of those enumerated above.

References to and the description of the Exchange Agreement set forth above are not intended to be complete and are qualified in their entirety by reference to the full text of the Exchange Agreement, which is filed as an exhibit hereto and is incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.

(a)-(b) The following sentence assumes that there is a total of 6,294,725 shares of Common Stock outstanding following the Merger, as reported in the Current Report on Form 8-K filed by the Issuer with the Commission on November 4, 2016.

Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 777,096 shares of Common Stock, which constitutes approximately 12.3% of the outstanding shares of Common Stock.

(c) Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Common Stock during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

Item 7. Material to be Filed as Exhibits.

1. Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (incorporated by reference to Exhibit 1 to Schedule 13G filed with the Commission on February 14, 2011 by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter).
2. Amended and Restated Exchange Agreement, dated as of July 13, 2016, by and among Biodel Inc., Albireo Limited and the Sellers listed on Schedule I thereto (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on July 13, 2016).

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.

Dated: November 14, 2016

TPG Group Holdings (SBS) Advisors, Inc.

By: /s/ Michael LaGatta                            

Name: Michael LaGatta

Title: Vice President

David Bonderman

By: /s/ Clive Bode                                       

Name: Clive Bode, on behalf of David Bonderman (1)

James G. Coulter

By: /s/ Clive Bode                                       

Name: Clive Bode, on behalf of James G. Coulter (2)

(1) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

(2) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

SCHEDULE I

All addresses are c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

INDEX TO EXHIBITS

1. Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (incorporated by reference to Exhibit 1 to Schedule 13G filed with the Commission on February 14, 2011 by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter).
2. Amended and Restated Exchange Agreement, dated as of July 13, 2016, by and among Biodel Inc., Albireo Limited and the Sellers listed on Schedule I thereto (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on July 13, 2016).