Clarus Lifesciences III SC 13D/A ESSA Pharma Inc.

Clarus Lifesciences III SC 13D/AESSA Pharma Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

ESSA PHARMA INC.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

29668H104

(CUSIP Number)

Robert Liptak

Clarus Ventures, LLC

101 Main Street, Suite 1210

Cambridge, MA 02142

Tel: (617)949-2200

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

January 4, 2019

(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. SeeRule 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. 29668H104


(1)		NAME OF REPORTING PERSON: Clarus Lifesciences III, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP¹ (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes 106,061 shares of the Issuer’s common shares issuable upon exercise of a warrant exercisable by payment of cash or on a cashless exercise basis for a period of seven years from January 13, 2016 (“Warrants”).


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Clarus Ventures III GP, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes 106,061 Warrants.


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Clarus Ventures III, LLC
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Blackstone Clarus III L.L.C.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes 106,061 Warrants.


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Blackstone Holdings II L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes 106,061 Warrants.


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Blackstone Holdings I/II GP Inc.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes 106,061 Warrants.


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: The Blackstone Group L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes 106,061 Warrants.


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Blackstone Group Management L.L.C.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes 106,061 Warrants.


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Stephen A. Schwarzman
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen

(1)	Includes 106,061 Warrants.


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Robert Liptak
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Nicholas Simon
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Nicholas Galakatos
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Dennis Henner
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Kurt Wheeler
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen


CUSIP No. 29668H104


(1)		NAME OF REPORTING PERSON: Scott Requadt
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen

Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) amends the Statement on Schedule 13D first filed January 26, 2016 and amended on June 19, 2018 (collectively, the “Schedule 13D”), and is jointly filed by the Reporting Persons (as defined in Item 2 of Schedule 13D) with respect to the Common Shares, without par value (the “Shares”), of ESSA Pharma Inc., a British Columbia corporation (the “Issuer”).

This Amendment No. 2 is being filed in connection with the acquisition by The Blackstone Group L.P. and certain of its affiliates (“Blackstone”) of Clarus Ventures, LLC and certain of its affiliates (collectively, “Clarus”). On January 4, 2019, Blackstone integrated the Clarus business into Blackstone (the “Clarus Integration”). As a result of such integration, Blackstone may be deemed to have become the beneficial owner of the securities beneficially owned by Clarus, including the securities of the Issuer.

Certain terms used but not defined in this Amendment No. 2 have the meanings assigned thereto in the Sxchedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated as follows:

This statement is being filed by:

(a) Clarus Lifesciences III, L.P. (the “Fund”);

(b) Clarus Ventures III GP, L.P. (“Clarus GP”), which is the sole general partner of the Fund;

(c) Blackstone Clarus III L.L.C., which is the sole general partner of Clarus GP, Blackstone Holdings II L.P., which is the sole member of Blackstone Clarus III L.L.C., Blackstone Holdings I/II GP Inc., which is the sole general partner of Blackstone Holdings II L.P., The Blackstone Group L.P., which is the controlling shareholder of Blackstone Holdings I/II GP Inc., and Blackstone Group Management L.L.C. (collectively, with Blackstone Clarus III L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc. and The Blackstone Group L.P., the “Control Entities”), which is the sole general partner of The Blackstone Group L.P. and which is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman; and

(d) Clarus Ventures III, LLC (“Clarus GP LLC”) and Robert Liptak, Nicholas Simon, Nicholas Galakatos, Dennis Henner, Kurt Wheeler and Scott Requadt (together, the “Managing Directors”, and collectively with Clarus GP LLC, the “Clarus Persons”). The Managing Directors are the members of Clarus GP LLC. Clarus GP LLC is the former general partner of Clarus GP.

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D asExhibit 99.2 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule13d-1(k) under the Act.

The address of the principal business office of the Fund, Clarus GP and each of the Clarus Persons other than Mr. Requadt is Clarus Ventures, 101 Main Street, Suite 1210, Cambridge, MA 02142. The address of the principal business office of Mr. Requadt is 15 Lewis Path, Wayland, MA 01778. The address of the principal business office of each of the Control Entities and Mr. Schwarzman is c/o The Blackstone Group L.P., 345 Park Avenue, New York, NY 10154.

The principal business of the Fund is to invest in and assist early-stage and/or growth-oriented businesses in healthcare and life sciences. The principal business of Clarus GP is to act as the sole general partner of the Fund. The principal business of Clarus GP LLC is to act as a general partner of investment vehicles. The principal business of each of the Managing Directors other than Mr. Requadt is serving as an employee of Blackstone or one of its affiliates with similar businesses. The principal business of Mr. Requadt is serving as an executive of life sciences companies.

The principal business of Blackstone Clarus III L.L.C. is performing the functions of, and serving as, the general partner of Clarus GP. The principal business of Blackstone Holdings II L.P. is performing the functions of, and serving as, a managing member (or similar position) of and member or equity holder in Blackstone Clarus III L.L.C. and other affiliated Blackstone entities. The principal business of Blackstone Holdings I/II GP Inc. is performing the functions of, and serving as, the general partner (or similar position) of Blackstone Holdings II L.P. and other affiliated Blackstone entities. The principal business of The Blackstone Group L.P. is performing the functions of, and serving as, the controlling shareholder of Blackstone Holdings I/II GP, Inc., and in a similar capacity for other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C. is performing the functions of, and serving as, the general partner of The Blackstone Group L.P. The principal occupation of Mr. Schwarzman is serving as an executive of Blackstone Group Management L.L.C. During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Fund, Clarus GP, Blackstone Holdings II L.P. and The Blackstone Group L.P. are limited partnerships organized under the laws of the State of Delaware. Blackstone Clarus III L.L.C., Blackstone Group Management L.L.C. and Clarus GP LLC are limited liability companies organized under the laws of the State of Delaware. Blackstone Holdings I/II GP Inc. is a corporation organized under the laws of the State of Delaware. Each of Mr. Schwarzman and the Managing Directors is a United States citizen.

Item 3. Source and Amount of funds or Other Consideration

Item 3 of the Schedule 13D is supplemented as follows:

On January 4, 2019, Blackstone integrated the Clarus business into Blackstone. As a result of the Clarus Integration, the Control Entities and Mr. Schwarzman may be deemed to have become indirect beneficial owners of the Shares beneficially owned by the Fund (the “Clarus Shares”).

Item 5. Interest in Securities of the Issuer.

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

(a)

The Fund is the record owner of the Clarus Shares, consisting of 1,668,560 Shares and warrants exercisable for 106,061 Shares.

Clarus GP is the sole general partner of the Fund. Blackstone Clarus III L.L.C. is the sole general partner of Clarus GP. The sole member of Blackstone Clarus III L.L.C. is Blackstone Holdings II L.P. The sole general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The controlling shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P. The sole general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Each such Reporting Person may be deemed to beneficially own the Shares beneficially owned by the Fund, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Fund) is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Stock.

The percentage of outstanding Shares 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 and was calculated based on (i) the 5,776,098 Shares reported to be outstanding as of September 30, 2018 in the Issuer’s Form20-F filed with the Securities and Exchange Commission on December 13, 2018, plus (ii) the 106,061 Shares issuable upon exercise of the Warrants held by the Fund.

(b)

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(c)

Except as set forth in this Amendment No. 2, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(d)

To the best knowledge of the Reporting Persons, no person other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons Identified in this Item 5.

(e)

As of the date of the Clarus Integration, the Clarus Persons were not the beneficial owners of more than five percent of the outstanding Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is supplemented as follows:

Pursuant to Rule13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is supplemented as follows:

Exhibit 99.2 – Agreement regarding filing of joint Schedule 13D.

Exhibit 99.3 – Power of Attorney regarding filings under the Act.

Signature

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.

Dated: January 10, 2019


CLARUS LIFESCIENCES III, L.P.

By:		CLARUS VENTURES III GP, L.P., its General Partner
By:		BLACKSTONE CLARUS III, LLC, its General Partner
By:		BLACKSTONE HOLDINGS II L.P., its Managing Member
By:		BLACKSTONE Holdings I/II, INC., its General Partner


By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer


CLARUS VENTURES III GP, L.P.

By:		BLACKSTONE CLARUS III, LLC, its General Partner
By:		BLACKSTONE HOLDINGS II L.P., its Managing Member
By:		BLACKSTONE Holdings I/II, INC., its General Partner


By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer


CLARUS VENTURES III, LLC

By:		/s/ Robert W. Liptak
Name:		Robert W. Liptak
Title:		Managing Director

*
Nicholas Galakatos

*
Dennis Henner

/s/ Robert Liptak
Robert Liptak

[ESSA Pharma Inc. - Schedule 13D/A]



*
Nicholas Simon

*
Kurt Wheeler

*
Scott Requadt

*By:		/s/ Robert Liptak
		Robert Liptak, asAttorney-in-Fact


BLACKSTONE CLARUS III L.L.C.

By:		Blackstone Holdings II L.P., its managing member
By:		Blackstone Holdings I/II GP Inc., its general partner



By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer


BLACKSTONE HOLDINGS II L.P.

By:		Blackstone Holdings I/II G.P., Inc., its general partner



By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer


BLACKSTONE HOLDINGS I/II GP INC.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer


THE BLACKSTONE GROUP L.P.

By:		Blackstone Group Management L.L.C., its general partner



By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

[ESSA Pharma Inc. - Schedule 13D/A]


BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

/s/ Stephen A. Schwarzman
Stephen A. Schwarzman

This Agreement was executed by Robert Liptak on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 99.3.

[ESSA Pharma Inc. - Schedule 13D/A]

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,774,621 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,774,621 (1)