Amended Statement of Ownership (sc 13g/a)
February 12 2018 - 4:44PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
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Under
the Securities Exchange Act of 1934
(Amendment
No. 2) *
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NABRIVA
THERAPEUTICS PLC
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(Name
of Issuer)
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ORDINARY
SHARES
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(Title
of Class of Securities)
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|
G63637105
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(CUSIP
Number)
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December
31, 2017
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(Date
of Event which Requires Filing of this Statement)
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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)
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*
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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 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.
G63637105
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1
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NAMES
OF REPORTING PERSONS
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Vivo
Capital VIII, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☐
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(b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE
VOTING POWER
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4,074,190
(1)
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6
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SHARED
VOTING POWER
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0
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7
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SOLE
DISPOSITIVE POWER
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4,074,190
(1)
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8
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SHARED
DISPOSITIVE POWER
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0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,074,190
(1)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.1
%
(2)
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12
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TYPE
OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The
ordinary shares, par value $0.01 per share (the “Ordinary Shares”) are held
of record by Vivo Hong Kong VIII, Co., Limited, a wholly owned subsidiary of Vivo Capital
Fund VIII, L.P., and Vivo Hong Kong VIII Surplus, Co., Limited, a wholly owned subsidiary
of Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC is the general partner
of both Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.
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(2)
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This
percentage
is calculated based upon 36,691,490 of the Issuer’s
Ordinary Shares outstanding as of November 3, 2017, as set forth in the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the
SEC on November 9, 2017.
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Item
1.
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(a)
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Name
of Issuer
:
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Nabriva
Therapeutics plc
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(b)
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Address
of Issuer’s Principal Executive Offices:
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25-28
North Wall Quay, IFSC, Dublin 1, Ireland
Item
2.
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(a)
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Name
of Person Filing:
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Vivo
Capital VIII, LLC
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(b)
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Address
of Principal Business Office or, if None, Residence:
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505
Hamilton Avenue, Suite 207, Palo Alto, CA, 94301
Vivo
Capital VIII, LLC, is a Delaware limited liability company.
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(d)
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Title
of Class of Securities:
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Ordinary
Shares
G63637105
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Item
3.
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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:
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(a)
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☐ Broker
or dealer registered under Section 15 of the Act.
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(b)
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☐ Bank
as defined in Section 3(a)(6) of the Act.
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(c)
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☐ Insurance
company as defined in Section 3(a)(19) of the Act.
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(d)
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☐ Investment
company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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☐ An
investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E)
;
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(f)
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☐ An
employee benefit plan or endowment fund in accordance with
§
240.13d-1
(b)(1)(ii)(F);
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(g)
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☐ A
parent holding company or control person in accordance with
§
240.13d-1
(b)(l)(ii)(G);
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(h)
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☐ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐ A
church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act;
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(j)
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☐ A
non-U.S. institution in accordance with
§
240.13d-1
(b)(1)(ii)(J);
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(k)
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☐ Group,
in accordance with
§ 240.13d-1
(b)(l)(ii)(K).
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If
filing as a non-U.S. institution in accordance with
§ 240.13d-1
(b)(1(ii)(j),
please specify the type of institution: ________________
Not
Applicable.
(a)
Amount
beneficially owned:
The
following Ordinary Shares are held of record by Vivo Hong Kong VIII, Co., Limited and Vivo Hong Kong VIII Surplus, Co., Limited,
as follows:
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●
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Vivo
Hong Kong VIII Co, Limited: 3,579,861 Ordinary Shares
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●
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Vivo
Hong Kong VIII Surplus Co., Limited: 494,329 Ordinary Shares
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Vivo
Hong Kong VIII, Co., Limited is a wholly owned subsidiary of Vivo Capital Fund VIII, L.P. Vivo Hong Kong VIII Surplus, Co., Limited
is a wholly owned subsidiary of Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC is the general partner of both Vivo
Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. The voting members of Vivo Capital VIII, LLC are Frank Kung,
Albert Cha, Edgar Engleman, Chen Yu and Shan Fu, none of whom has individual voting or investment power with respect to these
shares and each of whom disclaims beneficial ownership of such shares.
(b)
Percent
of class:
11.1%
(c)
Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote: 4,074,190
(ii) Shared
power to vote or to direct the vote: 0
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(iii)
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Sole
power to dispose or to direct the disposition of: 4,074,190
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(iv)
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Shared
power to dispose of or to direct the disposition of: 0
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Item 5.
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Ownership
of Five Percent or Less of a Class.
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Not
Applicable.
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Not
Applicable.
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Item 8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item 9.
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Notice
of Dissolution of Group.
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Not
applicable.
By
sigbning 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.
SIGNATURE
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.
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Vivo Capital VIII, LLC
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February 12, 2018
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(Date)
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/s/ Frank Kung
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(Signature)
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Managing Member
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(Title)
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