Frazier Healthcare V SC 13D/A Anaptysbio Inc

Frazier Healthcare V SC 13D/AAnaptysbio Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDERTHE SECURITIES EXCHANGE ACTOF 1934

(Amendment No. 3)*

AnaptysBio, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

032724106

(CUSIP Number)

Steve R. Bailey

Frazier Healthcare Partners

601 Union Street, Suite 3200

Seattle, WA 98101

Telephone: (206)621-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of§§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See§240.13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

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. 032724106


1.		Name of Reporting Persons. Frazier Healthcare V, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Page 2

CUSIP No. 032724106


1.		Name of Reporting Persons. FHM V, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Page 3

CUSIP No. 032724106


1.		Name of Reporting Persons. FHM V, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Page 4

CUSIP No. 032724106


1.		Name of Reporting Persons. Frazier Healthcare VII, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Page 5

CUSIP No. 032724106


1.		Name of Reporting Persons. Frazier HealthcareVII-A, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Page 6

CUSIP No. 032724106


1.		Name of Reporting Persons. FHM VII, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Page 7

CUSIP No. 032724106


1.		Name of Reporting Persons. FHM VII, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Page 8

CUSIP No. 032724106


1.		Name of Reporting Persons. James N. Topper
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

Page 9

CUSIP No. 032724106


1.		Name of Reporting Persons. Patrick J. Heron
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

Page 10

CUSIP No. 032724106


1.		Name of Reporting Persons. Alan Frazier
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

Page 11

CUSIP No. 032724106


1.		Name of Reporting Persons. Nader Naini
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

Page 12

CUSIP No. 032724106


1.		Name of Reporting Persons. Nathan Every
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

Page 13

CUSIP No. 032724106


1.		Name of Reporting Persons. Brian Morfitt
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

Page 14

Item 1.

Security and Issuer.

This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends the statement on Schedule 13D filed on February 10, 2017 (the “Original Schedule 13D”), as amended on February 26, 2018 and May 15, 2018 (the “Prior Amendments”, and together with the Original Schedule 13D and this Amendment No. 3, the “Schedule 13D”) with respect to the Common Stock of AnaptysBio, Inc. (the “Issuer”), having its principal executive office at 10421 Pacific Center Court, Suite 200, San Diego, CA 92121. Except as otherwise specified in Amendment No. 3, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 3 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D.

The Reporting Persons are filing this Amendment No. 3 to report a decrease in the percentage of the class beneficially owned by the Reporting Persons due to an increase in the aggregate number of outstanding securities of the Issuer.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

(a)

FH V is the record owner of 973,612 shares of Common Stock (the “FH V Shares”). As the sole general partner of FH V, FM V L.P. may be deemed to own beneficially the FH V Shares. As the sole general partner of FM V L.P., FM V L.L.C. may be deemed to own beneficially the FH V Shares. As members of FM V L.L.C., each of the FM V Members may be deemed to own beneficially the FH V Shares.

FH VII is the record owner of 1,045,031 shares of Common Stock (the “FH VII Shares”) and FHVII-A is the record owner of 297,804 shares of Common Stock (the “FHVII-A Shares”). As the sole general partner of FH VII and of FHVII-A, FM VII L.P. may be deemed to own beneficially the FH VII Shares and FHVII-A Shares. As the sole general partner of FM VII L.P., FM VII L.L.C. may be deemed to own beneficially the FH VII Shares and FHVII-A Shares. As members of FM VII L.L.C., each of the FM VII Members may be deemed to own beneficially the FH VII Shares and FHVII-A Shares.

As of February 14, 2019, Topper is the record owner of 31,854 shares of Common Stock and options to purchase 22,000 shares of Common Stock (collectively, the “Topper Shares”). The options may be exercised as of the date hereof and/or within 60 days of the date hereof. Accordingly, Topper may be deemed to own beneficially the Topper Shares and the FH Shares.

The percentage of outstanding shares of Common Stock of the Issuer, which may be deemed to be beneficially owned by each Reporting Person, is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 26,751,578 shares of Common Stock outstanding on November 6, 2018 as set forth in the Issuer’s Form10-Q filed on November 8, 2018.

(b)

Regarding the number of shares as to which such person has:

Sole power to vote or to direct the vote: See line 7 of cover sheets.

Shared power to vote or to direct the vote: See line 8 of cover sheets.

Sole power to dispose or to direct the disposition: See line 9 of cover sheets.

Shared power to dispose or to direct the disposition: See line 10 of cover sheets.

Page 15

(c)

Not applicable.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the FH Shares beneficially owned by any of the Reporting Persons.

(e)

Not applicable.

Page 16

SIGNATURES

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 14, 2019	FRAZIER HEALTHCARE V, L.P.
	By FHM V, L.P., its general partner
	By FHM V, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: February 14, 2019	FHM V, L.P.
	By FHM V, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: February 14, 2019	FHM V, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: February 14, 2019	FRAZIER HEALTHCARE VII, L.P.
	By FHM VII, L.P., its general partner
	By FHM VII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: February 14, 2019	FRAZIER HEALTHCAREVII-A, L.P.
	By FHM VII, L.P., its general partner
	By FHM VII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Page 17


Date: February 14, 2019	FHM VII, L.P.
	By FHM VII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: February 14, 2019	FHM VII, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: February 14, 2019	By:	*
		James Topper

Date: February 14, 2019	By:	*
		Patrick Heron

Date: February 14, 2019	By:	*
		Nader Naini

Date: February 14, 2019	By:	*
		Nathan Every

Date: February 14, 2019	By:	*
		Brian Morfitt

Date: February 14, 2019	By:	*
		Alan Frazier

Date: February 14, 2019	*By:	/s/ Steve R. Bailey
		Steve R. Bailey, asAttorney-in-Fact

This Schedule 13D was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on May 15, 2018.

Page 18

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:

Sole Voting Power

0 shares

Shared Voting Power

2,316,447 shares

Sole Dispositive Power

0 shares

Shared Dispositive Power

2,316,447 shares