UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PhaseBio Pharmaceuticals, Inc.
| (Name of Issuer) |
Common Stock, par value, $0.001 per share |
| (Title of Class of Securities) |
717224109 |
| (CUSIP Number) |
|
| December 31, 2020 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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. 717224109 | SCHEDULE 13G/A | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS Rock Springs Capital Management LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 1,314,374 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,314,374 | |||
| CUSIP No. 717224109 | SCHEDULE 13G/A | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS Rock Springs Capital LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 1,314,374 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,314,374 | |||
| CUSIP No. 717224109 | SCHEDULE 13G/A | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS Rock Springs Capital Master Fund LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 1,275,000 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,275,000 | |||
| CUSIP No. 717224109 | SCHEDULE 13G/A | Page 5 of 9 Pages |
| Item 1. | (a) Name of Issuer |
PhaseBio Pharmaceuticals, Inc. (the “Issuer”)
| (b) Address of Issuer’s Principal Executive Offices |
1 Great Valley Parkway, Suite 30
Malvern, PA 19355
| Item 2. | (a) Name of Person Filing |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i. Rock Springs Capital Management LP (“RSCM”);
ii. Rock Springs Capital LLC (“RSC”); and
iii. Rock Springs Capital Master Fund LP (“Master Fund”).
This Statement relates to Shares (as defined herein) held directly by the Master Fund, which is a Cayman Island exempted limited partnership, and Four Pines Master Fund LP (“Four Pines”), which is a Cayman Islands exempted limited partnership, and indirectly held by RSCM, a Delaware limited partnership, and RSC, a Delaware limited liability company. RSCM serves as the investment manager to each of the Master Fund and Four Pines. RSC is the general partner of RSCM.
| (b) Address of Principal Business Office, or, if none, Residence |
Rock Springs Capital Management LP and Rock Springs Capital LLC
650 South Exeter, Suite 1070
Baltimore, MD 21202
Rock Springs Capital Master Fund LP
c/o Walkers Corporate Limited
Cayman Corporate Centre
27 Hospital Road
George Town, Grand Cayman, KY1-9008, Cayman Islands
| (c) Citizenship |
Rock Springs Capital Management LP - Delaware
Rock Springs Capital LLC - Delaware
Rock Springs Capital Master Fund LP - Cayman Islands
| (d) Title of Class of Securities |
Common Stock, par value, $0.001 per share (the “Shares”)
| (e) CUSIP No.: |
717224109
| CUSIP No. 717224109 | SCHEDULE 13G/A | Page 6 of 9 Pages |
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: Not Applicable. |
| (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) | o | 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); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| CUSIP No. 717224109 | SCHEDULE 13G/A | Page 7 of 9 Pages |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
As of the date of this filing, the Reporting Persons may be deemed to be the beneficial owners of 1,314,374 Shares, which amount includes 1,275,000 Shares directly beneficially owned by the Master Fund, and 39,374 Shares directly beneficially owned by Four Pines. The percent of class is determined by dividing the number of Shares beneficially owned by the Reporting Persons by 29,364,824, the amount of Shares outstanding as reported in the Issuer’s Form 10-Q filed on November 12, 2020.