FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ORBIMED ADVISORS LLC
2. Issuer Name and Ticker or Trading Symbol

89bio, Inc. [ ETNB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

9/21/2020
(Street)

NEW YORK, NY 10022-4629
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 9/21/2020  S  137500 (1)D$28.00 1864721 I See Footnotes (2)(4)
Common Stock 9/21/2020  S  137500 (1)D$28.00 1864721 I See Footnotes (3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) These shares of the Issuer's common stock were sold in a registered public offering at a price of $28.00.
(2) These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("OrbiMed GP VI") is the general partner of OPI VI, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of OrbiMed GP VI. By virtue of such relationships, OrbiMed GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.
(3) These shares of the Issuer's common stock are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("Israel GP II") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("Advisors Israel II") is the general partner of Israel GP II. By virtue of such relationships, Israel GP II and Advisors Israel II may be deemed to have voting and investment power with respect to the shares held directly by OIP II noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. Advisors Israel II exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz ("Naschitz"), and Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP II.
(4) This report is being jointly filed by OrbiMed Advisors, OrbiMed GP VI, Israel GP II, and Advisors Israel II. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated Naschitz to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Naschitz is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY 10022-4629
XX

OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY 10022
XX

OrbiMed Advisors Israel II Ltd
89 MEDINAT HAYEHUDIM ST., BUILDING E
HERZLIYA, L3 4614001
XX

OrbiMed Israel GP II, L.P.
89 MEDINAT HAYEHUDIM ST., BUILDING E
HERZLIYA, L3 4614001
XX


Signatures
OrbiMed Advisors LLC, /s/ Douglas Coon, Chief Compliance Officer9/23/2020
**Signature of Reporting PersonDate

OrbiMed Capital GP VI LLC, /s/ Douglas Coon, Chief Compliance Officer9/23/2020
**Signature of Reporting PersonDate

OrbiMed Advisors Israel II Limited, /s/ Douglas Coon, Chief Compliance Officer9/23/2020
**Signature of Reporting PersonDate

OrbiMed Israel GP II, L.P., /s/ Douglas Coon, Chief Compliance Officer9/23/2020
**Signature of Reporting PersonDate

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