SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )*
Pieris Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
720795103
(CUSIP Number)
September 2, 2015
(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)
x 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 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).
(Continued on following pages)
Page 1 of 16
Exhibit Index on Page 14
| CUSIP # 720795103 | Page 2 of 16 |
| 1 | NAME OF REPORTING PERSONS
Global Life Bioventure IV, S.à r.l. (“Global Life”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x (1) | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
2,483,949 shares, except that each of (i) Omega Fund IV, L.P., the sole owner of Global Life (“Omega Fund”), (ii) Omega Fund IV GP, L.P., the general partner of Omega Fund (“Omega GP”) and (iii) Omega Fund IV G.P. Manager, Ltd., the general partner of Omega GP (“Omega Ltd”), may be deemed to have sole voting power with respect to the shares, and Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”) and Anne-Mari Paster (“Paster”), the directors of Omega Ltd, may be deemed to have shared power to vote these shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
2,483,949 shares, except that each of (i) Omega Fund, (ii) Omega Fund Omega GP and (iii) Omega Ltd may be deemed to have sole dispositive power with respect to the shares, and Lim, Stampacchia and Paster, the directors of Omega Ltd, may be deemed to have shared dispositive power with respect to the shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,483,949 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.25% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | This Schedule 13 G is filed by Global Life, Omega Fund, Omega GP, Omega Ltd, Lim, Stampacchia and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 39,732,258 shares of the Issuer’s Common Stock outstanding as of August 13, 2015, as set forth in the Issuer’s most recent Form 10-Q for the period ending June 30, 2015, filed with the Securities and Exchange Commission on August 13, 2015. |
| CUSIP # 720795103 | Page 3 of 16 |
| 1 | NAME OF REPORTING PERSONS
Omega Fund IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x (1) | |||||
| 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
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole voting power with respect to the shares, and Lim, Stampacchia and Paster, the directors of Omega Ltd, may be deemed to have shared power to vote these shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole dispositive power with respect to the shares, and Lim, Stampacchia and Paster, the directors of Omega Ltd, may be deemed to have shared dispositive power with respect to the shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,483,949 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.25% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | This Schedule 13 G is filed by Global Life, Omega Fund, Omega GP, Omega Ltd, Lim, Stampacchia and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 39,732,258 shares of the Issuer’s Common Stock outstanding as of August 13, 2015, as set forth in the Issuer’s most recent Form 10-Q for the period ending June 30, 2015, filed with the Securities and Exchange Commission on August 13, 2015. |
| CUSIP # 720795103 | Page 4 of 16 |
| 1 | NAME OF REPORTING PERSONS
Omega Fund IV GP, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x (1) | |||||
| 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
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole voting power with respect to the shares, and Lim, Stampacchia and Paster, the directors of Omega Ltd, may be deemed to have shared power to vote these shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole dispositive power with respect to the shares, and Lim, Stampacchia and Paster, the directors of Omega Ltd, may be deemed to have shared dispositive power with respect to the shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,483,949 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.25% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | This Schedule 13 G is filed by Global Life, Omega Fund, Omega GP, Omega Ltd, Lim, Stampacchia and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 39,732,258 shares of the Issuer’s Common Stock outstanding as of August 13, 2015, as set forth in the Issuer’s most recent Form 10-Q for the period ending June 30, 2015, filed with the Securities and Exchange Commission on August 13, 2015. |
| CUSIP # 720795103 | Page 5 of 16 |
| 1 | NAME OF REPORTING PERSONS
Omega Fund IV G.P. Manager, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x (1) | |||||
| 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
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole voting power with respect to the shares, and Lim, Stampacchia and Paster, the directors of Omega Ltd, may be deemed to have shared power to vote these shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole dispositive power with respect to the shares, and Lim, Stampacchia and Paster, the directors of Omega Ltd, may be deemed to have shared dispositive power with respect to the shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,483,949 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.25% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | This Schedule 13 G is filed by Global Life, Omega Fund, Omega GP, Omega Ltd, Lim, Stampacchia and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 39,732,258 shares of the Issuer’s Common Stock outstanding as of August 13, 2015, as set forth in the Issuer’s most recent Form 10-Q for the period ending June 30, 2015, filed with the Securities and Exchange Commission on August 13, 2015. |
| CUSIP # 720795103 | Page 6 of 16 |
| 1 | NAME OF REPORTING PERSONS
Richard Lim | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x (1) | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole voting power with respect to the shares, and Lim, a director of Omega Ltd and the Class A Manager of Global Life, may be deemed to have shared power to vote these shares. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole dispositive power with respect to the shares, and Lim, a director of Omega Ltd and the Class A Manager of Global Life, may be deemed to have shared dispositive power with respect to the shares. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,483,949 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.25% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | This Schedule 13 G is filed by Global Life, Omega Fund, Omega GP, Omega Ltd, Lim, Stampacchia and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 39,732,258 shares of the Issuer’s Common Stock outstanding as of August 13, 2015, as set forth in the Issuer’s most recent Form 10-Q for the period ending June 30, 2015, filed with the Securities and Exchange Commission on August 13, 2015. |
| CUSIP # 720795103 | Page 7 of 16 |
| 1 | NAME OF REPORTING PERSONS
Otello Stampacchia | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x (1) | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole voting power with respect to the shares, and Stampacchia, a director of Omega Ltd, may be deemed to have shared power to vote these shares. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole dispositive power with respect to the shares, and Stampacchia, a director of Omega Ltd, may be deemed to have shared dispositive power with respect to the shares. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,483,949 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.25% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | This Schedule 13 G is filed by Global Life, Omega Fund, Omega GP, Omega Ltd, Lim, Stampacchia and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 39,732,258 shares of the Issuer’s Common Stock outstanding as of August 13, 2015, as set forth in the Issuer’s most recent Form 10-Q for the period ending June 30, 2015, filed with the Securities and Exchange Commission on August 13, 2015. |
| CUSIP # 720795103 | Page 8 of 16 |
| 1 | NAME OF REPORTING PERSONS
Anne-Mari Paster | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x (1) | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole voting power with respect to the shares, and Paster, a director of Omega Ltd, may be deemed to have shared power to vote these shares. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,483,949 shares, all of which are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega Ltd, the general partner of Omega GP, may be deemed to have sole dispositive power with respect to the shares, and Paster, a director of Omega Ltd, may be deemed to have shared dispositive power with respect to the shares. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,483,949 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.25% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | This Schedule 13 G is filed by Global Life, Omega Fund, Omega GP, Omega Ltd, Lim, Stampacchia and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia and Paster are the directors of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. Each of Lim, Stampacchia and Paster expressly disclaims beneficial ownership of the Shares except to the extent of his or her pecuniary interest in the Shares. |
| (2) | This percentage is calculated based upon 39,732,258 shares of the Issuer’s Common Stock outstanding as of August 13, 2015, as set forth in the Issuer’s most recent Form 10-Q for the period ending June 30, 2015, filed with the Securities and Exchange Commission on August 13, 2015. |
| CUSIP # 720795103 | Page 9 of 16 |
| ITEM 1(A). | NAME OF ISSUER |
Pieris Pharmaceuticals, Inc. (the “Issuer”)
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
Lise-Meitner-Strasse 30
85354 Freising-Weihenstephan
Germany
| ITEM 2(A). | NAME OF PERSONS FILING |
This Schedule is filed by Global Life Bioventure IV, S.à r.l, a limited liability company organized under the laws of Luxembourg (“Global Life”), Omega Fund IV, L.P. , a Cayman Islands exempted limited partnership (“Omega Fund”), Omega Fund IV GP, L.P., a Cayman Islands exempted limited partnership (“Omega GP”), Omega Fund IV G.P. Manager, Ltd., a Cayman Islands exempted company (“Omega Ltd”), Richard Lim (“Lim”), Anne-Mari Paster (“Paster”) and Otello Stampacchia (“Stampacchia”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons” and individually as a “Reporting Person”.
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address of the principal business office of Global Life is c/o Amicorp Luxembourg S.A., 11-13, Boulevard de la Foire, L-1528 Luxembourg. The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Lim, Paster and Stampacchia is c/o Omega Fund Management, LLC, 185 Dartmouth Street, Suite 502, Boston, MA 02116.
| ITEM 2(C). | CITIZENSHIP |
See Row 4 of cover page for each Reporting Person.
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES |
Common Stock, par value $0.001 per share
| ITEM 2(D) | CUSIP NUMBER |
720795103
| 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.
| ITEM 4. | OWNERSHIP |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer:
| CUSIP # 720795103 | Page 10 of 16 |
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting Person.
| (b) | Percent of Class: |
See Row 11 of cover page for each Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting Person.
| 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. |
Under certain circumstances set forth in the organizational documents of Global Life and Omega Ltd and the limited partnership agreements of Omega Fund and Omega GP, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member, as the case may be.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
| CUSIP # 720795103 | Page 11 of 16 |
| ITEM 10. | 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.
| CUSIP # 720795103 | Page 12 of 16 |
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.
Date: September 10, 2015
| Global Life Bioventure IV, S.à r.l. | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Class A Manager | |
| By: | /s/ Eddy Dôme | |
| Name: | Eddy Dôme | |
| Title: | Class B Manager | |
| Omega Fund IV, L.P. | ||
| By: | Omega Fund IV GP, L.P. | |
| Its: | General Partner | |
| By: | Omega Fund IV GP Manager, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| Omega Fund IV GP, L.P. | ||
| By: | Omega Fund IV GP Manager, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| Omega Fund IV GP Manager, Ltd. | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| Richard Lim | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| CUSIP # 720795103 | Page 13 of 16 |
| Otello Stampacchia | ||
| By: | /s/ Otello Stampacchia | |
| Name: | Otello Stampacchia | |
| Anne-Mari Paster | ||
| By: | /s/ Anne-Mari Paster | |
| Name: | Anne-Mari Paster | |
| CUSIP # 720795103 | Page 14 of 16 |
EXHIBIT INDEX
| Exhibit |
Found on Sequentially Numbered Page | |
| Exhibit A: Agreement of Joint Filing |
15 | |
| CUSIP # 720795103 | Page 15 of 16 |
EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: September 10, 2015
| Global Life Bioventure IV, S.à r.l. | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Class A Manager | |
| By: | /s/ Eddy Dôme | |
| Name: | Eddy Dôme | |
| Title: | Class B Manager | |
| Omega Fund IV, L.P. | ||
| By: | Omega Fund IV GP, L.P. | |
| Its: | General Partner | |
| By: | Omega Fund IV GP Manager, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| Omega Fund IV GP, L.P. | ||
| By: | Omega Fund IV GP Manager, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| Omega Fund IV GP Manager, Ltd. | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Title: | Director | |
| CUSIP # 720795103 | Page 16 of 16 |
| Richard Lim | ||
| By: | /s/ Richard Lim | |
| Name: | Richard Lim | |
| Otello Stampacchia | ||
| By: | /s/ Otello Stampacchia | |
| Name: | Otello Stampacchia | |
| Anne-Mari Paster | ||
| By: | /s/ Anne-Mari Paster | |
| Name: | Anne-Mari Paster | |