0000921895-19-002390.txt : 20190910 0000921895-19-002390.hdr.sgml : 20190910 20190910175730 ACCESSION NUMBER: 0000921895-19-002390 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190906 FILED AS OF DATE: 20190910 DATE AS OF CHANGE: 20190910 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF PARTNERS L P/IL CENTRAL INDEX KEY: 0001055947 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37471 FILM NUMBER: 191086310 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST. STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST. STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37471 FILM NUMBER: 191086311 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND II LP CENTRAL INDEX KEY: 0001102444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37471 FILM NUMBER: 191086312 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Biotechnology Value Trading Fund OS LP CENTRAL INDEX KEY: 0001660683 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37471 FILM NUMBER: 191086313 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (415) 525-8890 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF Partners OS Ltd. CENTRAL INDEX KEY: 0001660684 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37471 FILM NUMBER: 191086314 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (415) 525-8890 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF INC/IL CENTRAL INDEX KEY: 0001056807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37471 FILM NUMBER: 191086315 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT MARK N CENTRAL INDEX KEY: 0001233840 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37471 FILM NUMBER: 191086316 MAIL ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PIERIS PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001583648 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 300784346 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 255 STATE STREET STREET 2: 9TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 857-246-8998 MAIL ADDRESS: STREET 1: 255 STATE STREET STREET 2: 9TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: Marika Inc. DATE OF NAME CHANGE: 20130805 3 1 form307422010_09102019.xml OWNERSHIP DOCUMENT X0206 3 2019-09-06 0 0001583648 PIERIS PHARMACEUTICALS, INC. PIRS 0001055947 BVF PARTNERS L P/IL 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO CA 94104 0 0 1 0 0000918923 BIOTECHNOLOGY VALUE FUND L P 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001102444 BIOTECHNOLOGY VALUE FUND II LP 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001660683 Biotechnology Value Trading Fund OS LP P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 0 1 See Explanation of Responses 0001660684 BVF Partners OS Ltd. P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 0 1 See Explanation of Responses 0001056807 BVF INC/IL 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO CA 94104 0 0 1 0 0001233840 LAMPERT MARK N 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO CA 94104 0 0 1 0 Common Stock, $0.001 par value 2408207 D Common Stock, $0.001 par value 2258794 D Common Stock, $0.001 par value 315267 D Series A Convertible Preferred Stock, $0.001 par value Common Stock, $0.001 par value 1567000 D Series A Convertible Preferred Stock, $0.001 par value Common Stock, $0.001 par value 1021000 D Series A Convertible Preferred Stock, $0.001 par value Common Stock, $0.001 par value 319000 D Series B Convertible Preferred Stock, $0.001 par value Common Stock, $0.001 par value 2573000 D Series B Convertible Preferred Stock, $0.001 par value Common Stock, $0.001 par value 2143000 D Series B Convertible Preferred Stock, $0.001 par value Common Stock, $0.001 par value 284000 D Tranche A Warrants 2.00 Common Stock, $0.001 par value 854800 D Tranche A Warrants 2.00 Common Stock, $0.001 par value 560400 D Tranche A Warrants 2.00 Common Stock, $0.001 par value 167600 D Tranche B Warrants 3.00 Common Stock, $0.001 par value 427400 D Tranche B Warrants 3.00 Common Stock, $0.001 par value 280200 D Tranche B Warrants 3.00 Common Stock, $0.001 par value 83800 D This Form 3 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. The Reporting Persons hold 2,907 shares of Series A Convertible Preferred Stock, (the "Series A Preferred Stock") convertible for an aggregate of 2,907,000 shares of Common Stock. Each share of Series A Preferred Stock is convertible into 1,000 shares of Common Stock. The Series A Preferred Stock is convertible at any time, at the holder's election, except that the Series A Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), more than 9.99% of the number of shares of Common Stock then issued and outstanding. The Reporting Persons hold 5,000 shares of Series B Convertible Preferred Stock, (the "Series B Preferred Stock") convertible for an aggregate of 5,000,000 shares of Common Stock. Each share of Series B Preferred Stock is convertible into 1,000 shares of Common Stock. The Series B Preferred Stock is convertible at any time, at the holder's election, except that the Series B Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding. The Reporting Persons hold 1,582,800 Tranche A Warrants (the "A Warrants") exercisable for an aggregate of 1,582,800 shares of Common Stock. The A Warrants have an exercise price of $2.00 per share and expire on June 8, 2021. The A Warrants are exercisable at any time, at the holder's election, except that the A Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding. The Reporting Persons hold 791,400 Tranche B Warrants (the "B Warrants") exercisable for an aggregate of 791,400 shares of Common Stock. The B Warrants have an exercise price of $3.00 per share and expire on June 8, 2021. The B Warrants are exercisable at any time, at the holder's election, except that the B Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding. BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2019-09-10 Biotechnology Value Fund, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2019-09-10 Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2019-09-10 BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2019-09-10 Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2019-09-10 BVF Inc., By: /s/ Mark N. Lampert, President 2019-09-10 /s/ Mark N. Lampert 2019-09-10