UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PhaseBio Pharmaceuticals,
Inc.
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(Name of Issuer) |
Common Stock, par value, $0.001 per share
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(Title of Class of Securities) |
717224109
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(CUSIP Number) |
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December 31, 2020 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 the disclosures provided
in a prior cover page.
The information required in 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. 717224109
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SCHEDULE
13G/A
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSONS
Rock Springs Capital
Management LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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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
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
1,314,374
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
1,314,374
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,314,374 |
10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.48%
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12
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TYPE
OF REPORTING PERSON
IA
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CUSIP No. 717224109
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SCHEDULE
13G/A
|
Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSONS
Rock Springs Capital
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
3
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SEC
USE ONLY
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
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SHARED
VOTING POWER
1,314,374
|
7
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SOLE
DISPOSITIVE POWER
0
|
8
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SHARED
DISPOSITIVE POWER
1,314,374
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,314,374 |
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.48%
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12
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TYPE
OF REPORTING PERSON
OO; HC
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CUSIP No. 717224109
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SCHEDULE
13G/A
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSONS
Rock Springs Capital
Master Fund LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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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
Cayman Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
1,275,000
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
1,275,000
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000 |
10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.34%
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12
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TYPE
OF REPORTING PERSON
PN
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CUSIP No. 717224109
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SCHEDULE
13G/A
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Page 5 of 9 Pages
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Item 1. |
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(a) Name of Issuer |
PhaseBio Pharmaceuticals, Inc. (the “Issuer”)
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(b) Address of Issuer’s Principal
Executive Offices |
1 Great Valley Parkway, Suite 30
Malvern, PA 19355
Item 2. |
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(a) Name of Person
Filing |
This Statement is filed on behalf of each of the following persons
(collectively, the “Reporting Persons”):
i. Rock Springs Capital Management LP (“RSCM”);
ii. Rock Springs Capital LLC (“RSC”); and
iii. Rock Springs Capital Master Fund LP (“Master Fund”).
This Statement relates to Shares (as defined herein) held directly
by the Master Fund, which is a Cayman Island exempted limited
partnership, and Four Pines Master Fund LP (“Four Pines”), which is
a Cayman Islands exempted limited partnership, and indirectly held
by RSCM, a Delaware limited partnership, and RSC, a Delaware
limited liability company. RSCM serves as the investment manager to
each of the Master Fund and Four Pines. RSC is the general partner
of RSCM.
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(b) Address of Principal Business
Office, or, if none, Residence |
Rock Springs Capital Management LP and Rock Springs Capital
LLC
650 South Exeter, Suite 1070
Baltimore, MD 21202
Rock Springs Capital Master Fund LP
c/o Walkers Corporate Limited
Cayman Corporate Centre
27 Hospital Road
George Town, Grand Cayman, KY1-9008, Cayman Islands
Rock Springs Capital Management LP - Delaware
Rock Springs Capital LLC - Delaware
Rock Springs Capital Master Fund LP - Cayman Islands
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(d) Title of Class of
Securities |
Common Stock, par value, $0.001 per share (the “Shares”)
717224109
CUSIP No. 717224109
|
SCHEDULE
13G/A
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Page 6 of 9 Pages
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Item 3. 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:
Not Applicable.
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(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o); |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c); |
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(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c); |
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(d) |
¨ |
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
o |
An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
¨ |
A non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of
institution: |
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CUSIP No. 717224109
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SCHEDULE
13G/A
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Page 7 of 9 Pages
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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.
As of the date of this filing, the Reporting Persons may be deemed
to be the beneficial owners of 1,314,374 Shares, which amount
includes 1,275,000 Shares directly beneficially owned by the Master
Fund, and 39,374 Shares directly beneficially owned by Four Pines.
The percent of class is determined by dividing the number of Shares
beneficially owned by the Reporting Persons by 29,364,824, the
amount of Shares outstanding as reported in the Issuer’s Form 10-Q
filed on November 12, 2020.
(a) Amount beneficially owned:
Rock Springs Capital Management LP: 1,314,374
Rock Springs Capital LLC: 1,314,374
Rock Springs Capital Master Fund LP: 1,275,000
(b) Percent of class:
Rock Springs Capital Management LP: 4.48%
Rock Springs Capital LLC: 4.48%
Rock Springs Capital Master Fund LP: 4.34%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Rock Springs Capital Management LP: 0
Rock Springs Capital LLC: 0
Rock Springs Capital Master Fund LP: 0
(ii) Shared power to vote or to direct the vote:
Rock Springs Capital Management LP: 1,314,374
Rock Springs Capital LLC: 1,314,374
Rock Springs Capital Master Fund LP: 1,275,000
(iii) Sole power to dispose or to direct the disposition
of:
Rock Springs Capital Management LP: 0
Rock Springs Capital LLC: 0
Rock Springs Capital Master Fund LP: 0
(iv) Shared power to dispose or to direct the disposition
of:
Rock Springs Capital Management LP: 1,314,374
Rock Springs Capital LLC: 1,314,374
Rock Springs Capital Master Fund LP: 1,275,000
Item 5. Ownership of Five
Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
Item 6. Ownership of More
Than Five Percent on Behalf of Another Person
See disclosure in Items 2 and 4 hereof. Certain funds listed in
Item 2(a) are known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the Shares covered by this Statement that may be deemed to be
beneficially owned by the Reporting Persons.
Item 7. Identification and
Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person
Please see response to Item 2.
Item 8. Identification and
Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of
Group
Not Applicable.
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.
CUSIP No. 717224109
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SCHEDULE
13G/A
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Page 8 of 9 Pages
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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.
Date: February 16,
2021
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Rock Springs Capital
Management LP
By: Rock Springs Capital
LLC, General Partner
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By: |
Graham
McPhail |
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Name: |
Graham
McPhail |
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Title: |
Member |
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Rock Springs Capital
LLC |
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By: |
Graham
McPhail |
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Name: |
Graham
McPhail |
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Title: |
Member |
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Rock Springs Capital
Master Fund LP |
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By: Rock Springs Capital
Management LP, Investment Manager
By: Rock Springs Capital
LLC, General Partner
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By: |
Graham
McPhail |
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Name: |
Graham
McPhail |
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Title: |
Member |
CUSIP No. 717224109
|
SCHEDULE
13G/A
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Page 9 of 9 Pages
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JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G/A is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G/A
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
Date: February 16, 2021
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Rock Springs Capital
Management LP
By: Rock Springs Capital
LLC, General Partner
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By: |
Graham
McPhail |
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Name: |
Graham
McPhail |
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Title: |
Member |
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Rock Springs Capital
LLC |
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By: |
Graham
McPhail |
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Name: |
Graham
McPhail |
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Title: |
Member |
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Rock Springs Capital
Master Fund LP |
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By: Rock Springs Capital
Management LP, Investment Manager
By: Rock Springs Capital
LLC, General Partner
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By: |
Graham
McPhail |
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Name: |
Graham
McPhail |
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Title: |
Member |