0001072613-18-000099.txt : 20180209 0001072613-18-000099.hdr.sgml : 20180209 20180209120313 ACCESSION NUMBER: 0001072613-18-000099 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180209 DATE AS OF CHANGE: 20180209 GROUP MEMBERS: COREY GOODMAN GROUP MEMBERS: ROBERT ADELMAN GROUP MEMBERS: VENBIO GLOBAL STRATEGIC GP II, L.P. GROUP MEMBERS: VENBIO GLOBAL STRATEGIC GP II, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nabriva Therapeutics plc CENTRAL INDEX KEY: 0001641640 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89113 FILM NUMBER: 18589864 BUSINESS ADDRESS: STREET 1: 56 FITZWILLIAM SQUARE CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: (610) 816-6640 MAIL ADDRESS: STREET 1: 1000 CONTINENTAL DRIVE STREET 2: SUITE 600 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: Nabriva Therapeutics AG DATE OF NAME CHANGE: 20150507 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: venBio Global Strategic Fund II L.P. CENTRAL INDEX KEY: 0001634632 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1700 OWENS STREET STREET 2: SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 BUSINESS PHONE: 415-522-0100 MAIL ADDRESS: STREET 1: 1700 OWENS STREET STREET 2: SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 SC 13G/A 1 sch13g_18163.htm VENBIO GLOBAL STRATEGIC FUND II, L.P. / NABRIVA THERAPEUTICS AG - SCHEDULE 13GA (AMEND. #2)
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

______________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*


 
Nabriva Therapeutics AG
(Name of Issuer)
 
 
Ordinary Shares
(Title of Class of Securities)
 

62957M104
(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.     62957M104
13G
Page 2 of 11
 
1
NAMES OF REPORTING PERSONS
 
 
venBio Global Strategic Fund II, 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
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,122,962
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,122,962
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,122,962
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 
CUSIP No.     62957M104
13G
Page 3 of 11
 
1
NAMES OF REPORTING PERSONS
 
 
venBio Global Strategic GP II, 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
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,122,962
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,122,962
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,122,962
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 
CUSIP No.     62957M104
13G
Page 4 of 11
 
1
NAMES OF REPORTING PERSONS
 
 
venBio Global Strategic GP II, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
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
 
 
2,122,962
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,122,962
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,122,962
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
 
CUSIP No.     62957M104
13G
Page 5 of 11
 
1
NAMES OF REPORTING PERSONS
 
 
Robert Adelman
 
 
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,122,962
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,122,962
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,122,962
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
 
CUSIP No.     62957M104
13G
Page 6 of 11
 
1
NAMES OF REPORTING PERSONS
 
 
Corey Goodman
 
 
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,122,962
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,122,962
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,122,962
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
 
CUSIP No.     62957M104
13G
Page 7 of 11
 
 
 
Item 1(a).
Name of Issuer:

Nabriva Therapeutics AG
 

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

LEBERSTRASSE 20
VIENNA C4 1110
 

Item 2(a).
Names of Persons Filing:

This statement is being filed by venBio Global Strategic Fund II, L.P. (the "Fund"); venBio Global Strategic GP II, L.P. (the "General Partner"), which is the sole general partner of the Fund; venBio Global Strategic GP II, Ltd. (the "GP Ltd."), which is the sole general partner of the General Partner; Robert Adelman ("Adelman"), a director of the GP Ltd.; and Corey Goodman ("Goodman" and, together with Adelman, the "Directors"), a director of the GP Ltd. The Fund, the General Partner, the GP Ltd. and the Directors are sometimes referred to collectively herein as the "Reporting Persons".
 

Item2(b).
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each Reporting Person is c/o venBio Partners, LLC, 1700 Owens Street, Suite 595, San Francisco, CA 94158.
 

Item2(c).
Citizenship:

Each of the Fund and the General Partner is a Cayman Islands exempted limited partnership.  The GP Ltd. is a Cayman Islands exempted company.  Each of the Directors is a United States citizen.
 

Item2(d).
Title of Class of Securities:

Ordinary Shares

 
Item2(e).
CUSIP Number:

62957M104
 

Item3.
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:

Not applicable.
 

Item4.
Ownership.

(a)
Amount Beneficially Owned: The Fund may be deemed to beneficially own 2,122,962 Ordinary Shares of the Issuer ("Ordinary Shares"), par value $0.01 per share (the "venBio Shares").  As the sole general partner of the Fund, the General Partner may be deemed to own beneficially the venBio Shares.  As the sole general partner of the General Partner, the GP Ltd. likewise may be deemed to own beneficially the venBio Shares.  As directors of the GP Ltd., each of the Directors likewise may be deemed to own beneficially the venBio Shares.
 
(b)
Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheet for each Reporting Person are calculated based on 36,691,490 Ordinary Shares reported by the Issuer to be outstanding as of November 3, 2017 in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2017.
 
CUSIP No.     62957M104
13G
Page 8 of 11
 

 
 
(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 of:  See Line 7 of cover sheets.

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

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

Item5.
Ownership of Five Percent or Less of a Class.

Not applicable.
 

Item6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.
 

Item7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.
 

Item8.
Identification and Classification of Members of the Group.

Not applicable.  The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).
 

Item9.
Notice of Dissolution of Group.

Not applicable.
 

Item10.
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.
 

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.     62957M104
13G
Page 9 of 11
 
 
SIGNATURE


After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:              February 9, 2018


VENBIO GLOBAL STRATEGIC FUND II, L.P.

By:
VENBIO GLOBAL STRATEGIC GP II, L.P.
General Partner

By:
venBio Global Strategic GP II, Ltd.
General Partner

By:                         *                               
Director


VENBIO GLOBAL STRATEGIC GP II, L.P.

By:
VENBIO GLOBAL STRATEGIC GP II, LTD.
General Partner
 
By:                         *                               
Director


VENBIO GLOBAL STRATEGIC GP II, LTD.
 
By:                         *                               
Director



                              *                                       
Robert Adelman


                              *                                       
Corey Goodman
 
 
 
       
*By:   
/s/ David Pezeshki  
   
David Pezeshki
  
    As attorney-in-fact  
       
       
This Schedule 13G was executed by David Pezeshki on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
CUSIP No.     62957M104
13G
Page 10 of 11
 
 
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 be filed with respect to the ownership by each of the undersigned of shares of stock of Nabriva Therapeutics AG.
 
EXECUTED this 9th day of February, 2018.

 
VENBIO GLOBAL STRATEGIC FUND II, L.P.
 
By:
VENBIO GLOBAL STRATEGIC GP II, L.P.
General Partner

By:
venBio Global Strategic GP II, Ltd.
General Partner

By:                         *                               
Director


VENBIO GLOBAL STRATEGIC GP II, L.P.

By:
VENBIO GLOBAL STRATEGIC GP II, LTD.
General Partner
 
By:                         *                               
Director


VENBIO GLOBAL STRATEGIC GP II, LTD.
 
By:                         *                               
Director



                              *                                       
Robert Adelman


                              *                                       
Corey Goodman
 
 
 
       
*By:   
/s/ David Pezeshki  
   
David Pezeshki
  
    As attorney-in-fact  
       
 
This Agreement was executed by David Pezeshki on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
CUSIP No.     62957M104
13G
Page 11 of 11
 
 
EXHIBIT 2



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David Pezeshki his true and lawful attorney-in-fact, with full power of substitution, to 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 direct or indirect general partner, director, officer, member or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th day of February, 2017.

 
 
 
 
/s/ Robert Adelman                             
 
Robert Adelman
 
 
 
/s/ Corey Goodman                             
 
Corey Goodman