Mccormick Frank Form 3 BridgeBio Pharma / FRANK MCCORMICK ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MCCORMICK FRANK

(Last)

(First)

(Middle)

C/O BRIDGEBIO PHARMA, INC.

421 KIPLING STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2019

3. Issuer Name and Ticker or Trading Symbol
BridgeBio Pharma, Inc. [ BBIO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of Oncology

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	⁽¹⁾	⁽¹⁾	Common Stock	47,165⁽²⁾	0.00⁽¹⁾	D
Common Units	⁽¹⁾	⁽¹⁾	Common Stock	132,317⁽³⁾	0.00⁽¹⁾	D
Series B Units	⁽¹⁾	⁽¹⁾	Common Stock	66,729⁽⁴⁾	0.00⁽¹⁾	D
Management Incentive Units	⁽¹⁾	⁽¹⁾	Common Stock	406,723⁽⁵⁾	0.00⁽¹⁾	D
Management Incentive Units	⁽¹⁾	⁽¹⁾	Common Stock	418,016⁽⁶⁾	0.00⁽¹⁾	D
Management Incentive Units	⁽¹⁾	⁽¹⁾	Common Stock	290,476⁽⁷⁾	0.00⁽¹⁾	D
Stock Option (right to buy)	⁽⁸⁾	06/26/2029	Common Stock	265,463	17	D

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering (the "IPO"), all outstanding units in BridgeBio Pharma LLC (the "LLC") will be exchanged for shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Issuer in an exempt transaction pursuant to Rules 16b-3, 16b-6 and 16b-7 (the "Reorganization"). In connection with the Reorganization, a wholly-owned subsidiary of the Issuer will be merged with and into the LLC, and shares of Common Stock will be allocated to the holders of outstanding units in the LLC pursuant to the distribution provisions of the Fourth Amended and Restated Limited Liability Company Agreement of the LLC, dated November 20, 2018, as amended, based upon the liquidation value of the LLC, assuming it is liquidated immediately prior to the closing of the IPO with a value implied by the IPO price of $17.00 per share. The LLC units have no expiration date.

2. Represents shares of Common Stock issuable in the Reorganization in exchange for Common Units in the LLC held by the Reporting Person.

3. Represents shares of restricted Common Stock issuable in the Reorganization in exchange for Common Units in the LLC held by the Reporting Person. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of May 6, 2015, such that the shares shall be fully vested on May 6, 2020, subject to the Reporting Person's continued service relationship to the Issuer through each vesting date.

4. Represents shares of Common Stock issuable in the Reorganization in exchange for Series B Preferred Units in the LLC held by the Reporting Person.

5. Represents shares of restricted Common Stock issuable in the Reorganization in exchange for Management Incentive Units in the LLC held by the Reporting Person. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of March 26, 2016, such that the shares shall be fully vested on March 26, 2021, subject to the Reporting Person's continued service relationship to the Issuer through each vesting date.

6. Represents shares of restricted Common Stock issuable in the Reorganization in exchange for Management Incentive Units in the LLC held by the Reporting Person. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of August 15, 2017, such that the shares shall be fully vested on August 15, 2022, subject to the Reporting Person's continued service relationship to the Issuer through each vesting date.

7. Represents shares of restricted Common Stock issuable in the Reorganization in exchange for Management Incentive Units in the LLC held by the Reporting Person. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of February 12, 2019, such that the shares shall be fully vested on February 12, 2024, subject to the Reporting Person's continued service relationship to the Issuer through each vesting date.

8. The shares subject to this option vest and become exercisable in 48 equal monthly installments after June 26, 2019, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Ralph Scarborough, as attorney-in-fact	06/27/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Mccormick Frank Form 3BridgeBio Pharma / FRANK MCCORMICK ownership change