0001072613-18-000146.txt : 20180214 0001072613-18-000146.hdr.sgml : 20180214 20180214110016 ACCESSION NUMBER: 0001072613-18-000146 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: ALAN FRAZIER GROUP MEMBERS: FHM VI, L.L.C. GROUP MEMBERS: FHM VI, 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: Allena Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001624658 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 452729920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90175 FILM NUMBER: 18608772 BUSINESS ADDRESS: STREET 1: ONE NEWTON EXECUTIVE PARK STREET 2: SUITE 202 CITY: NEWTON STATE: MA ZIP: 02462 BUSINESS PHONE: 617-467-4577 MAIL ADDRESS: STREET 1: ONE NEWTON EXECUTIVE PARK STREET 2: SUITE 202 CITY: NEWTON STATE: MA ZIP: 02462 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Frazier Healthcare VI, L.P. CENTRAL INDEX KEY: 0001456656 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 601 UNION STREET, SUITE 3200 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-621-7200 MAIL ADDRESS: STREET 1: 601 UNION STREET, SUITE 3200 CITY: SEATTLE STATE: WA ZIP: 98101 SC 13G/A 1 allena13ga1_18169.htm FRAZIER HEALTHCARE VI, L.P. / ALLENA PHARMACEUTICALS, INC. -- SCHEDULE 13GA - AMEND. NO. 1

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



SCHEDULE 13G
 


 
Under the Securities Exchange Act of 1934

(Amendment No. 1)*
 

 
Allena Pharmaceuticals, Inc.

(Name of Issuer)

 
Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 
018119107

(CUSIP Number)

 
December 31, 2017

(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. 018119107 13G Page 2 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Frazier Healthcare VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(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
 
 
3,330,373
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,330,373
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,330,373
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
16.11%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
 

CUSIP No. 018119107 13G Page 3 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
FHM VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(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
 
 
3,330,373
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,330,373
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,330,373
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
16.11%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
 

CUSIP No. 018119107 13G Page 4 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
FHM VI, L.L.C.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(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
 
 
3,330,373
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,330,373
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,330,373
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
16.11%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 
 
 

CUSIP No. 018119107 13G Page 5 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Alan Frazier
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(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
 
 
3,330,373
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,330,373
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,330,373
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
16.11%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
 

CUSIP No. 018119107 13G Page 6 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Nader Naini
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(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
 
 
3,330,373
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,330,373
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,330,373
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
16.11%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
 

CUSIP No. 018119107 13G Page 7 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Patrick Heron
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(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
 
 
3,330,373
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,330,373
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,330,373
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
16.11%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
 

CUSIP No. 018119107 13G Page 8 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
James Topper
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(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
 
 
3,330,373
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,330,373
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,330,373
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
16.11%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
 

CUSIP No. 018119107 13G Page 9 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Nathan Every
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(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
 
 
3,330,373
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,330,373
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,330,373
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
16.11%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
 

CUSIP No. 018119107 13G Page 10 of 14 Pages
 
 
 
Item 1(a). Name of Issuer:
 
Allena Pharmaceuticals, Inc. (the "Issuer")

 
Item 1(b). Address of Issuer's Principal Executive Offices:

11734 S. Election Road
Salt Lake City, UT 84020
 

Item 2(a). Name of Persons Filing:

Frazier Healthcare VI, L.P. ("FH VI"), FHM VI, L.P. ("FM VI LP"), and FHM VI, L.L.C. ("FM VI LLC"), Alan Frazier ("Frazier"), Nader Naini ("Naini"), Patrick Heron ("Heron"), James Topper ("Topper"), and Nathan Every ("Every") (each, a "Reporting Person and collectively, the "Reporting Persons").  FM VI LP is the sole general partner of FH VI.  FM VI LLC is the sole general partner of FM VI LP.  Frazier, Naini, Heron, Topper, and Every (collectively, the "Members") are all of the members of FM VI LLC.
 

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of each of the Reporting Persons is:
c/o Frazier Healthcare Partners
601 Union Street, Suite 3200
Seattle, WA 98101
 

Item 2(c). Citizenship:

FH VI and FM VI LP are limited partnerships organized under the laws of the State of Delaware.  FM VI LLC is a limited liability company organized under the laws of the State of Delaware.  Each of the Members is a United States Citizen.
 

Item 2(d). Title of Class of Securities:

Common stock, $0.001 par value (the "Common Stock").
 

Item 2(e). CUSIP Number       018119107
 
 
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 No. 018119107 13G Page 11 of 14 Pages
 
 
 
Item 4. Ownership.

 
(a)
Amount Beneficially Owned:  FH VI is the record owner of 3,330,373 Common Stock (the "Record Shares").  As the general partner of FH IV, FM VI LP may be deemed to own beneficially the Record Shares.  As the general partner of FM VI LP., FM VI LLC likewise may be deemed to own beneficially the Record Shares.  As the managing members of FM VI LLC, each of the Members also may be deemed to own beneficially the Record Shares.

 
(b)
Percent of Class: See Line 11 of the cover sheets.  In accordance with Rule 13d-1(j), the percentages relating to beneficial ownership of Common Stock are based on 20,670,254 Common Stock reported by the Issuer to be outstanding as of December 11, 2017 as set forth in the Issuer's most recent Form 10-Q filed with the Securities and Exchange Commission on December 14, 2017.

(c)   Number of shares as to which such person has:
 
(i) sole power to vote or to direct the vote: see line 5 of cover sheets.

(ii) shared power to vote or to direct the vote: see line 6 of cover sheets.

(iii) sole power to dispose or to direct the disposition: see line 7 of cover sheets.

(iv) shared power to dispose or to direct the disposition: see line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such shares of Ordinary Shares except for the shares, if any, such Reporting Person holds of record.
 

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.
 

Item 6. Ownership of More than Five 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 Group.

Not applicable.
 

Item 10. Certification.

Not applicable.  This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

 
Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
 
 

CUSIP No. 018119107 13G Page 12 of 14 Pages
 
 
 
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.

 
Dated February 14, 2018
 

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. Baily                                      
Steve R. Bailey, Chief Financial Officer

 
FHM VI, L.P.
By: FHM VI, L.L.C., its General Partner
 
By:  /s/ Steve R. Baily                                      
Steve R. Bailey, Chief Financial Officer

 
FHM VI, L.L.C.
 
By:  /s/ Steve R. Baily                                      
Steve R. Bailey, Chief Financial Officer


                               *                                           
Alan Frazier

                               *                                           
Nader Naini

                               *                                           
Patrick Heron

                               *                                           
James Topper

                               *                                           
Nathan Every

 
*By:    /s/ Steve R. Baily                                   
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 is attached as Exhibit 2.
 
 

CUSIP No. 018119107 13G Page 13 of 14 Pages
 
EXHIBIT 1
 
 
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 to be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Allena Pharmaceuticals, Inc.
 
Dated February 14, 2018
 

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. Baily                                      
Steve R. Bailey, Chief Financial Officer

 
FHM VI, L.P.
By: FHM VI, L.L.C., its General Partner
 
By:  /s/ Steve R. Baily                                      
Steve R. Bailey, Chief Financial Officer

 
FHM VI, L.L.C.
 
By:  /s/ Steve R. Baily                                      
Steve R. Bailey, Chief Financial Officer


                               *                                           
Alan Frazier

                               *                                           
Nader Naini

                               *                                           
Patrick Heron

                               *                                           
James Topper

                               *                                           
Nathan Every



*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 is attached as Exhibit 2.
 
 

CUSIP No. 018119107 13G Page 14 of 14 Pages
 
EXHIBIT 2

 
 
POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steve R. Bailey with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.
 
Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
 
This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
 
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 16th day of February, 2016.
 

/s/ Alan Frazier                               
Alan Frazier
 

/s/ Nader Naini                               
Nader Naini
 

/s/ Patrick Heron                            
Patrick Heron
 

/s/ James Topper                            
James Topper
 

/s/ Nathan Every                            
Nathan Every