Nexvet Biopharma Form 3 / William Seybold 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^*

Seybold William

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2017

3. Issuer Name and Ticker or Trading Symbol
Nexvet Biopharma plc [ NVET ]

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of Group Owning 10%

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Ordinary Shares	833,845	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Ordinary Shares	899,268	I	See footnote⁽²⁾⁽⁴⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Ordinary Shares	915,583	I	See footnote⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrants (right to buy)	11/18/2014	04/30/2019	Ordinary Shares	212,500	8.625	I	See footnote⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Warrants (right to buy)	11/18/2014	04/30/2019	Ordinary Shares	229,172	8.625	I	See footnote⁽²⁾⁽⁴⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Warrants (right to buy)	11/18/2014	04/30/2019	Ordinary Shares	233,328	8.625	I	See footnote⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

Explanation of Responses:

1. The amount of securities shown in this row is owned directly by Akubra Investors, LLC ("Akubra").

2. The amount of securities shown in this row is owned directly by Bushranger Funding, LLC ("Bushranger").

3. The amount of securities shown in this row is owned directly by Ute Holdings, LLC ("Ute" and, together with Akubra and Bushranger, the "Farallon SPVs").

4. All such securities were previously reported by the Farallon Capital Management, L.L.C. (the "Management Company"), Farallon Partners, L.L.C. (the "Farallon General Partner") and related individuals on Forms 3 filed on February 4, 2015 and Forms 4 filed on February 11, 2015, September 11, 2015 and February 26, 2016 (collectively, the "Prior Filings"). There have been no transactions in such securities by any such entities or individuals since the filing of the Prior Filings.

5. The members of Akubra are FCIP XR 2014, L.L.C. ("FCIP XR") and Noonday Special Situation Partners, L.P. ("NSSP") (each, a "Farallon Akubra Fund"). As the general partner of NSSP, NGP, L.L.C. (the "NSSP General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by NSSP as a Farallon Akubra Fund.

6. As the manager of the NSSP General Partner, the Management Company may be deemed to be a beneficial owner of the Issuer's securities held by NSSP as a Farallon Akubra Fund.

7. The members of Bushranger are FCP XR 2014, L.L.C. ("FCP XR"), Farallon Capital Institutional Partners III, L.P. ("FCIP III"), and Farallon Capital AA Investors, L.P. ("FCAAI") (collectively, the "Farallon Bushranger Funds"). As the general partner of FCAAI, Farallon AA GP, L.L.C. (the "FCAAI General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FCAAI as a Farallon Bushranger Fund.

8. The members of Ute are FCOI II SS 2014, Ltd. ("FCOI II SS"), Farallon Capital Institutional Partners II, L.P. ("FCIP II"), and Farallon Special Situation Partners VI, L.P. ("FSSP VI") (collectively, the "Farallon Ute Funds"). As the general partner of FSSP VI, Farallon Partners GP VI, L.L.C. (the "FSSP VI General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FSSP VI as a Farallon Ute Fund.

9. As the general partner of each of (a) the sole member of FCIP XR, (b) the sole member of FCP XR, (c) FCIP III, (d) the sole member of FCOI II SS and (e) FCIP II, the Farallon General Partner may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FCIP XR as a Farallon Akubra Fund, FCP XR and FCIP III as Farallon Bushranger Funds, and FCOI II SS and FCIP II as Farallon Ute Funds.

10. Effective as of January 1, 2017, William Seybold ("Seybold") became a managing member of both the Farallon General Partner and the Management Company, and a manager of both the FCAAI General Partner and the FSSP VI General Partner, in each case with the power to exercise investment discretion and, as such, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs.

11. Each of Seybold and the individuals identified in the Prior Filings disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein or therein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of his or her pecuniary interest, if any. Each of the Farallon General Partner, the Management Company, the NSSP General Partner, the FCAAI General Partner and the FSSP VI General Partner disclaims any beneficial ownership of any Issuer's securities reported or referred to herein or in the Prior Filings for purposes of Section 16 of the '34 Act or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon SPVs.

12. Seybold, together with the entities and individuals identified in the Prior Filings, and two other individuals who also became managing members of the Farallon General Partner effective as of January 1, 2017 and are filing respective Forms 3 on the date hereof with respect to the securities described herein, may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 shall not be deemed to be an admission that such entities and individuals are members of such group.

	/s/ Michael B. Fisch, as attorney-in-fact and/or authorized signer for William Seybold	01/11/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Nexvet Biopharma (NVET) Inactive Form 3Nexvet Biopharma / William Seybold ownership change