Amended Statement of Ownership (sc 13g/a)

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

HealthCap VI, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Strongbridge Biopharma plc

(Name of Issuer)

Ordinary Shares, par value $0.01 per share

(Title of Class of Securities)

G85347105

(CUSIP Number)

December 22, 2016

(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 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).


CUSIP No. G85347105		13G		Page 2 of 6 Pages

(1)

Includes 9,918 Ordinary Shares issuable upon exercise of options exercisable within 60 days of December 22, 2016 deemed to be beneficially held by HealthCap VI L.P. (“HC”) and excludes (i) a warrant to purchase an additional 400,000 Ordinary Shares held by HC that are not exercisable until June 28, 2017 and (ii) options to purchase an additional 65,000 Ordinary Shares held as of the date hereof that are not exercisable within 60 days of December 22, 2016 deemed to be beneficially held by HC.

(2)

This calculation is based on 21,205,382 Ordinary Shares, par value $0.01 per share, reported to be outstanding in the Issuer’s Form 20-F filed, filed with the Securities and Exchange Commission on March 24, 2016, adjusted for the Company’s private placement of a total of 14,000,000 Ordinary Shares on December 28, 2016.


CUSIP No. G85347105		13G		Page 3 of 6 Pages

(1)

Includes 9,918 Ordinary Shares issuable upon exercise of options exercisable within 60 days of December 22, 2016 deemed to be beneficially held by HC and excludes (i) a warrant to purchase an additional 400,000 Ordinary Shares held by HC that are not exercisable until June 28, 2017 and (ii) options to purchase an additional 65,000 Ordinary Shares held as of the date hereof that are not exercisable within 60 days of December 22, 2016 deemed to be beneficially held by HC.

(2)


CUSIP No. G85347105		13G		Page 4 of 6 Pages

Item 1.

(a)

Name of Issuer

Strongbridge Biopharma plc (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices

900 Northbrook Drive, Suite 200, Trevose, PA 19053

Item 2.

(a)

Name of Person Filing

This Amendment No. 1 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of entity HealthCap VI, L.P. (“HC”) and its sole general partner, HealthCap VI GP S.A. (“GP”). HC and GP are collectively referred to herein as the “Reporting Persons.” Each Reporting Person is a venture capital investment entity.

(b)

Address of the Principal Office or, if none, residence

The address of the principal offices of the Reporting Persons is 18, Avenue d’Ouchy, 1006 Lausanne, Switzerland.

(c)

Citizenship

HC is a limited partnership organized under the laws of Delaware. GP is a limited liability company organized under the laws of Switzerland.

(d)

Title of Class of Securities

Ordinary Shares, par value $0.01 per share.

(e)

CUSIP Number

G85347105

Item 3.

Not applicable.


CUSIP No. G85347105		13G		Page 5 of 6 Pages

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(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 the 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.

Not applicable.

Item 6.

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

The response to Item 2(a) is incorporated herein by reference.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

The response to Item 2(a) is incorporated herein by reference.

Item 8.

Identification and Classification of Members of the Group.

The response to Item 2(a) is incorporated herein by reference. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit A.

Item 9.

Not applicable.

Item 10.

Not applicable.


CUSIP No. G85347105		13G		Page 6 of 6 Pages

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.

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.

Dated: January 17, 2017


HEALTHCAP VI, L.P.

By: HEALTHCAP VI GP S.A.
Its: General Partner

By:		/s/ Dag Richter
		Dag Richter, Director

By:		/s/ Francois Kaiser
		Francois Kaiser, Director

HEALTHCAP VI GP S.A.

By:		/s/ Dag Richter
		Dag Richter, Director

By:		/s/ Francois Kaiser
		Francois Kaiser, Director

Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of January 17, 2017.


HEALTHCAP VI, L.P.

By:		HEALTHCAP VI GP S.A.
Its:		General Partner

By:		/s/ Dag Richter
		Dag Richter, Director

By:		/s/ Francois Kaiser
		Francois Kaiser, Director

HEALTHCAP VI GP S.A.

By:		/s/ Dag Richter
		Dag Richter, Director

By:		/s/ Francois Kaiser
		Francois Kaiser, Director