James N Topper Form 3/A Frazier Lifesciences Acquisition / Patrick J Heron 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^*

Topper James N

(Last) (First) (Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2020

3. Issuer Name and Ticker or Trading Symbol
Frazier Lifesciences Acquisition Corp [ FLAC ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/08/2020

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 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	3,300,000	(1)	D(2)(3)

1. Name and Address of Reporting Person^*

Topper James N

(Last) (First) (Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Frazier Lifesciences Sponsor LLC

(Last) (First) (Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Frazier Life Sciences X, L.P.

(Last) (First) (Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FHMLS X, L.P.

(Last) (First) (Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FHMLS X, L.L.C.

(Last) (First) (Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Heron Patrick J

(Last) (First) (Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

Explanation of Responses:

1. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-250858) (the "Registration Statement") under the heading "Description of Securities," the Class B Ordinary Shares will automatically convert into Class A Ordinary Shares of the Issuer at the time of the Issuer's initial business combination and have no expiration date. The shares reported herein include up to 450,000 Class B Ordinary Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full its option to purchase additional units, as described in the Registration Statement.

2. Frazier Lifesciences Sponsor LLC is the record holder of the shares reported herein. Frazier Life Sciences X, L.P. is the sole member of Frazier Lifesciences Sponsor LLC. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. Mr. Topper is the Chief Executive Officer and Chairman of the Board of Directors (the "Board") of the Issuer.

3. By virtue of Mr. Topper's representation on the Issuer's Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons may be deemed directors by deputization of the Issuer. As such, each of Frazier Life Sciences X, L.P., FHMLS X, L.P., FHMLS X, L.L.C., Mr. Topper and Mr. Heron may be deemed to have or share beneficial ownership of the common stock held directly by Frazier Lifesciences Sponsor LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

This Form 3/A is being filed to correct the number of shares as reported in the Form 3 filed on December 8, 2020. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibit 24 - Power of Attorney.

	/s/ James N. Topper	12/08/2020
	/s/ James N. Topper, as Manager of Frazier Lifesciences Sponsor LLC	12/08/2020
	/s/ James N. Topper, as Managing Director of FHMLS X, L.L.C., the general partner of FHMLS X, L.P., the general partner of Frazier Life Sciences X, L.P.	12/08/2020
	/s/ James N. Topper, as Managing Director of FHMLS X, L.L.C., the general partner of FHMLS X, L.P.	12/08/2020
	/s/ James N. Topper, as Managing Director of FHMLS X, L.L.C.	12/08/2020
	/s/ Patrick J. Heron	12/08/2020
	** Signature of Reporting Person	Date
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