| Item 1. | |
| (a) | Name of issuer:
Palvella Therapeutics, Inc. |
| (b) | Address of issuer's principal executive
offices:
125 Strafford Avenue, Suite 360, Wayne, Pennsylvania 19087 |
| Item 2. | |
| (a) | Name of person filing:
Suvretta Capital Management, LLC
Averill Master Fund, Ltd.
Aaron Cowen |
| (b) | Address or principal business office or, if
none, residence:
Suvretta Capital Management, LLC
540 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Averill Master Fund, Ltd.
c/o Maples Corporate Services Limited
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Aaron Cowen
c/o Suvretta Capital Management, LLC
540 Madison Avenue, 7th Floor
New York, New York 10022 |
| (c) | Citizenship:
Suvretta Capital Management, LLC - Delaware
Averill Master Fund, Ltd. - Cayman Islands
Aaron Cowen - United States |
| (d) | Title of class of securities:
Common stock, $0.001 par value per share |
| (e) | CUSIP No.:
697947109 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Suvretta Capital Management, LLC - 714,463
Averill Master Fund, Ltd. - 714,463
Aaron Cowen - 714,463 |
| (b) | Percent of class:
Suvretta Capital Management, LLC - 8.6%
Averill Master Fund, Ltd. - 8.6%
Aaron Cowen - 8.6% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Suvretta Capital Management, LLC - 0
Averill Master Fund, Ltd. - 0
Aaron Cowen - 0
|
| | (ii) Shared power to vote or to direct the
vote:
Suvretta Capital Management, LLC - 714,463
Averill Master Fund, Ltd. - 714,463
Aaron Cowen - 714,463
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Suvretta Capital Management, LLC - 0
Averill Master Fund, Ltd. - 0
Aaron Cowen - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Suvretta Capital Management, LLC - 714,463
Averill Master Fund, Ltd. - 714,463
Aaron Cowen - 714,463
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Suvretta Capital Management, LLC. None of those advisory clients, other than Averill Master Fund, Ltd., may be deemed to beneficially own more than 5% of the Common Stock, $0.001 par value per share. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Please see Exhibit B attached hereto. |
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)