0000921895-20-003088.txt : 20201120 0000921895-20-003088.hdr.sgml : 20201120 20201120200243 ACCESSION NUMBER: 0000921895-20-003088 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201118 FILED AS OF DATE: 20201120 DATE AS OF CHANGE: 20201120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF I GP LLC CENTRAL INDEX KEY: 0001803805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39712 FILM NUMBER: 201334020 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39712 FILM NUMBER: 201334021 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: BVF II GP LLC CENTRAL INDEX KEY: 0001803806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39712 FILM NUMBER: 201334022 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39712 FILM NUMBER: 201334023 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39712 FILM NUMBER: 201334024 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 GP HOLDINGS LLC CENTRAL INDEX KEY: 0001803809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39712 FILM NUMBER: 201334025 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39712 FILM NUMBER: 201334026 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39712 FILM NUMBER: 201334027 MAIL ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF PARTNERS L P/IL CENTRAL INDEX KEY: 0001055947 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39712 FILM NUMBER: 201334028 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39712 FILM NUMBER: 201334029 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Olema Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001750284 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 300409740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 512 2ND STREET, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 651-3316 MAIL ADDRESS: STREET 1: 512 2ND STREET, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 4 1 form407422olma_11202020.xml OWNERSHIP DOCUMENT X0306 4 2020-11-18 0 0001750284 Olema Pharmaceuticals, Inc. OLMA 0001055947 BVF PARTNERS L P/IL 44 MONTGOMERY ST. 40TH FLOOR SAN FRANCISCO CA 94104 1 0 1 0 0000918923 BIOTECHNOLOGY VALUE FUND L P 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001803805 BVF I GP LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001102444 BIOTECHNOLOGY VALUE FUND II LP 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001803806 BVF II GP LLC 44 MONTGOMERY ST., 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 0001803809 BVF GP HOLDINGS LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 1 0 0001056807 BVF INC/IL 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO CA 94104 0 0 1 0 0001233840 LAMPERT MARK N 1 SANSOME ST 30TH FL SAN FRANCISCO CA 94104 0 0 1 0 Common stock, $0.0001 par value 2020-11-19 4 C 0 1129404 A 1129404 D Common stock, $0.0001 par value 2020-11-19 4 C 0 889186 A 2018590 D Common stock, $0.0001 par value 2020-11-19 4 C 0 760155 A 2778745 D Common stock, $0.0001 par value 2020-11-19 4 P 0 613918 19.0000 A 3392663 D Common stock, $0.0001 par value 2020-11-19 4 C 0 881156 A 881156 D Common stock, $0.0001 par value 2020-11-19 4 C 0 673281 A 1554437 D Common stock, $0.0001 par value 2020-11-19 4 C 0 522403 A 2076840 D Common stock, $0.0001 par value 2020-11-19 4 P 0 446425 19.0000 A 2523265 D Common stock, $0.0001 par value 2020-11-19 4 C 0 185908 A 185908 D Common stock, $0.0001 par value 2020-11-19 4 C 0 101784 A 287692 D Common stock, $0.0001 par value 2020-11-19 4 C 0 73399 A 361091 D Common stock, $0.0001 par value 2020-11-19 4 P 0 74991 19.0000 A 436082 D Stock Option (Right to buy) 19.0000 2020-11-18 4 A 0 21520 0 A 2030-11-17 Common stock, $0.0001 par value 21520 21520 I See footnote Stock Option (Right to buy) 19.0000 2020-11-18 4 A 0 21520 0 A 2030-11-17 Common stock, $0.0001 par value 21520 21520 I See footnote Stock Option (Right to buy) 19.0000 2020-11-18 4 A 0 21520 0 A 2030-11-17 Common stock, $0.0001 par value 21520 21520 I See footnote Series A-1 Convertible Preferred Stock 2020-11-19 4 C 0 1129404 0 D Common stock, $0.0001 par value 1129404 0 D Series A-1 Convertible Preferred Stock 2020-11-19 4 C 0 881156 0 D Common stock, $0.0001 par value 881156 0 D Series A-1 Convertible Preferred Stock 2020-11-19 4 C 0 185908 0 D Common stock, $0.0001 par value 185908 0 D Series B Convertible Preferred Stock 2020-11-19 4 C 0 889186 0 D Common stock, $0.0001 par value 889186 0 D Series B Convertible Preferred Stock 2020-11-19 4 C 0 673281 0 D Common stock, $0.0001 par value 673281 0 D Series B Convertible Preferred Stock 2020-11-19 4 C 0 101784 0 D Common stock, $0.0001 par value 101784 0 D Series C Convertible Preferred Stock 2020-11-19 4 C 0 760155 0 D Common stock, $0.0001 par value 760155 0 D Series C Convertible Preferred Stock 2020-11-19 4 C 0 522403 0 D Common stock, $0.0001 par value 522403 0 D Series C Convertible Preferred Stock 2020-11-19 4 C 0 73399 0 D Common stock, $0.0001 par value 73399 0 D This Form 4 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 I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), 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 beneficially owns over 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, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF. As the investment manager 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, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF2. As the investment manager 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. Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in the securities reported owned herein due to a certain agreement between Partners and Gorjan Hrustanovic, who serves on the Issuer's board of directors and as a member of Partners, pursuant to which Mr. Hrustanovic is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners. As such, Mr. Hrustanovic disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. The shares subject to the option vest in a series of 12 successive equal monthy installments measured from June 1, 2020, subject to the Mr. Hrustanovic's continuous service on the Issuer's board of directors through each applicable vesting date. Such shares vest in full on the date of the Issuer's next annual meeting of stockholders if such stock option is not otherwise fully vested by such date, subject to Mr. Hrustanovic's continuous service through such vesting date. The shares subject to the option vest in a series of 36 successive equal monthy installments measured from November 18, 2020, subject to Mr. Hrustanovic's continuous service on the Issuer's board of directors through each applicable vesting date. Effective upon the closing of the Issuer's initial public offering (the "IPO") on November 19, 2020, as provided by the Issuer, each share of the Issuer's Series A-1 Convertible Preferred Stock held by the Reporting Persons automatically converted on a one-for-one basis into the Issuer's Common Stock. Prior to the IPO, each such shares of Preferred Stock was convertible at any time into shares of Common Stock and had no expiration date. Effective upon the closing of the IPO on November 19, 2020, as provided by the Issuer, each share of the Issuer's Series Series B Convertible Preferred Stock held by the Reporting Persons automatically converted on a one-for-one basis into the Issuer's Common Stock. Prior to the IPO, each such share of Preferred Stock was convertible at any time into shares of Common Stock and had no expiration date. Effective upon the closing of the IPO on November 19, 2020, as provided by the Issuer, each share of the Issuer's Series C Convertible Preferred Stock held by the Reporting Persons automatically converted on a one-for-one basis into the Issuer's Common Stock. Prior to the IPO, each such share of Preferred Stock was convertible at any time into shares of Common Stock and had no expiration date. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Partners may be deemed to be a director by deputization of the Issuer due to a member of Partners, Gorjan Hrustanovic, serving on the Board of Directors of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners as set forth in Footnote (5). BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2020-11-20 Biotechnology Value Fund, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2020-11-20 BVF I GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer 2020-11-20 Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2020-11-20 BVF II GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer 2020-11-20 Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2020-11-20 BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2020-11-20 BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2020-11-20 BVF Inc., By: /s/ Mark N. Lampert, President 2020-11-20 /s/ Mark N. Lampert 2020-11-20