Explanatory Note
This Amendment No. 1 (the “Amendment”) to the statement on Schedule 13D is being filed by the Reporting Persons (as defined below) and amends and restates the Schedule 13D filed with the Commission on April 1, 2016 (the “Original Schedule 13D”), and relates to shares of Common Stock, $0.0001 par value per share (“Common Stock”), of Eiger BioPharmaceuticals, Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed by the Reporting Persons to report sales of shares of Common Stock of the Issuer on October 18, 2018, October 19, 2018 and October 22, 2018. Accordingly, the number of securities beneficially owned by the Reporting Persons has decreased.
Items 2, 4, 5 and 7 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.
Item 2. | Identity and Background |
Schedule 1 of the Original Schedule 13D is hereby amended and restated in its entirety by Schedule 1 hereto.
Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
On October 18, 2018, the Reporting Persons sold an aggregate of 210,800 shares of Common Stock in an open market transaction at an average price of $12.071746 per share.
On October 19, 2018, the Reporting Persons sold an aggregate of 26,465 shares of Common Stock in an open market transaction at an average price of $12.001028 per share.
On October 22, 2018, the Reporting Persons sold an aggregate of 2,300 shares of Common Stock in an open market transaction at an average price of $ $12.152391 per share.
Item 5. | Interest in Securities of the Issuer |
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
5(a) and (b). The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this Statement on Schedule 13D is provided as of the date of this filing:
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Reporting Persons | | Shares Held Directly (1) | | | Sole Voting Power (1) | | | Shared Voting Power (1) | | | Sole Dispositive Power (1) | | | Shared Dispositive Power (1) | | | Beneficial Ownership (1) | | | Percentage of Class (1, 3) | |
InterWest X | | | 1,360,027 | | | | 1,360,027 | | | | 0 | | | | 1,360,027 | | | | 0 | | | | 1,360,027 | | | | 9.5 | % |
IMP X (2) | | | 0 | | | | 1,360,027 | | | | 0 | | | | 1,360,027 | | | | 0 | | | | 1,360,027 | | | | 9.5 | % |
Kliman (2) | | | 0 | | | | 0 | | | | 1,360,027 | | | | 0 | | | | 1,360,027 | | | | 1,360,027 | | | | 9.5 | % |
Nasr (2) | | | 0 | | | | 0 | | | | 1,360,027 | | | | 0 | | | | 1,360,027 | | | | 1,360,027 | | | | 9.5 | % |
Oronsky (2) | | | 0 | | | | 0 | | | | 1,360,027 | | | | 0 | | | | 1,360,027 | | | | 1,360,027 | | | | 9.5 | % |
Desai (2) | | | 0 | | | | 0 | | | | 1,360,027 | | | | 0 | | | | 1,360,027 | | | | 1,360,027 | | | | 9.5 | % |
(1) | Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons. |
(2) | The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X and has sole power to direct the voting and disposition of shares held by InterWest X. Messrs. Kliman and Oronsky are Managing Directors of IMP X, and Messrs. Nasr and Desai are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X. Messrs. Kliman, Oronsky Nasr and Desai own no securities of the Issuer directly as of the date of this filing. |
(3) | This percentage set forth on the cover sheets is calculated based on 14,244,272 shares (as of August 6, 2018) of the Issuer’s Common Stock outstanding as set forth in the Issuer’s Form10-Q for quarterly period ended June 30, 2018 as filed with the Securities and Exchange Commission on August 10, 2018. |
8.