Albireo Pharma (ALBO) Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Phase4 Partners Ltd

(Last) (First) (Middle)

1 CAVENDISH PLACE

(Street)

LONDON X0 W1G 0QF

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALBIREO PHARMA, INC. [ ALBO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2018

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

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	01/30/2018		S		98,500(1)	D	$34.4006(1)(2)	1,066,947	I	Held by Phase4 Ventures III GP LP(4)
Common Stock	01/30/2018		S		1,500(1)	D	$37.0587(1)(3)	1,065,447	I	Held by Phase4 Ventures III GP LP(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Phase4 Partners Ltd

(Last) (First) (Middle)

1 CAVENDISH PLACE

(Street)

LONDON X0 W1G 0QF

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PHASE4 VENTURES III GENERAL PARTNER Ltd

(Last) (First) (Middle)

50 LOTHIAN ROAD, FESTIVAL SQUARE

(Street)

EDINBURGH X0 EH3 9WJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PHASE4 VENTURES III LP

(Last) (First) (Middle)

1 CAVENDISH PLACE

(Street)

LONDON X0 W1G 0QF

(City) (State) (Zip)

Explanation of Responses:

1. The number of securities reported represents an aggregate number of shares sold in multiple market transactions over a range of sale prices. The Reporting Persons undertake to provide to the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Persons at each separate price within the range.

2. Sale prices range from $34.40 to $34.71, inclusive.

3. Sale prices range from $36.60 to $37.43, inclusive.

4. Consists of shares held by Phase4 Ventures III GP LP ("Phase4 GPLP") in its capacity as general partner of Phase4 Ventures III LP ("Phase4 III"). Phase4 GPLP is the general partner of Phase4 III. The general partner of Phase4 GPLP is Phase 4 Ventures III General Partner Limited ("Phase4 GP"). Phase4 GP has appointed Phase4 Partners Limited ("Phase4 Partners") to act as the manager of Phase4 III. Dr. Alastair McKinnon, Denise Scots-Knight, PhD, and Charles Sermon are Directors of Phase4 Partners (the "Phase4 Directors"). Each of the Phase4 Directors, Phase4 Partners, Phase4 GP, Phase 4 GPLP and Phase4 III may be deemed to beneficially own the shares held by Phase4 GPLP in its capacity as general partner of Phase4 III, but disclaim beneficial ownership except to the extent of their pecuniary interest therein, if any.

	/s/ Charles Sermon, Director, Phase4 Partners Limited	02/01/2018
	/s/ Charles Sermon, Director, Phase4 Ventures III General Partner Limited	02/01/2018
	/s/ Charles Sermon, Director, Phase4 Ventures III LP	02/01/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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