Amended Statement of Ownership (sc 13g/a)
14 February 2017 - 8:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange
Act of 1934
(Amendment No. 1) *
Nabriva Therapeutics AG
(Name of Issuer)
American Depositary Shares
(Title of Class of Securities)
62957M104
(CUSIP Number)
December 31, 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:
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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.
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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.
62957M104
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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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4,021,559
(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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4,021,559
(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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4,021,559
(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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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14.79 %
(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 shares are calculated as American Depository Shares (ADS) and 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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Based on 2,719,025 common shares (calculated as 27,190,250 ADS) outstanding as of December 15, 2016, as reported in the Issuer’s
pricing supplement to prospectus supplement dated November 29, 2016 and prospectus dated November 9, 2016, on Form 424B3, filed
with the SEC on December 15, 2016. Each ADS will represent one tenth (1/10) of a common share, nominal value €1.00 per share.
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Item 1
.
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(a)
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Name of Issuer
:
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Nabriva
Therapeutics AG
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(b)
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Address of Issuer's
Principal Executive Offices:
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Leberstrasse
20, 1110 Vienna, Austria
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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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American
Depositary Shares
62957M104
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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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¨
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Broker or dealer registered under Section 15 of the Act.
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act.
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(c)
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¨
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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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¨
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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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¨
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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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¨
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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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¨
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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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¨
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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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¨
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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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¨
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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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¨
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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.
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(a)
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Amount beneficially
owned:
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The
following common shares and American Depositary Shares (ADS) 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: 170,611 common shares and 1,827,506
ADS
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·
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Vivo Hong Kong VIII Surplus Co., Limited: 23,559 common shares and
252,353 ADS
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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.
14.79%
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(c)
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Number of shares
as to which such person has:
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(i)
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Sole
power to vote or to direct the vote: 4,021,559
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(ii)
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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: 4,021,559
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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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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person.
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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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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.
Item
10. Certifications.
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.
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 13, 2017
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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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