Neff Thomas B SC 13G/A Fibrogen Inc

Neff Thomas B Inactive SC 13G/AFibrogen Inc

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDERTHE SECURITIES EXCHANGE ACTOF 1934

(Amendment No. 4)*

FibroGen, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

31572Q808

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule13d-1(b)

☐ Rule13d-1(c)

☒ Rule13d-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 theNotes).

CUSIP No.31572Q808

(1)

In connection with the death of Thomas B. Neff, all shares previously reported were transferred to his wife. As of December 31, 2019, Thomas B. Neff no longer had any interest in FibroGen, Inc. shares, if any, held by Thomas B. Neff Family Partnership and BioGrowth Partners, L.P. Such shares represented less than 5% of the outstanding shares as of December 31, 2019.

CUSIP No.31572Q808

(1)

CUSIP No.31572Q808

(1)

Item 1(a).

Name of Issuer: FibroGen, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices: 409 Illinois St., San Francisco, CA 94158

Item 2(a).

Name of Person Filing:

Estate of Thomas B. Neff

Thomas B. Neff Family Partnership (“Family Partnership”)

BioGrowth Partners, L.P. (“BioGrowth Partners”)

Item 2(b).

Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

c/o FibroGen, Inc.

409 Illinois St.

San Francisco, CA 94158

Item 2(c).

Citizenship:


		Estate of Thomas B. Neff		US Citizen
		Thomas B. Neff Family Partnership		California
		BioGrowth Partners		Delaware

Item 2(d).

Title of Class of Securities: Common Stock

Item 2(e).

CUSIP Number: 31572Q808

Item 3.

If this statement is filed pursuant to§§240.13d-1(b), or240.13d-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)

☐ Anon-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)

☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K).

If filing as anon-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

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.

(a)

Amount Beneficially Owned:


		Estate of Thomas B. Neff		0 shares¹
		Family Partnership		0 shares¹
		BioGrowth Partners		0 shares¹

(b)

Percent of Class:


		Estate of Thomas B. Neff		0%
		Family Partnership		0%
		BioGrowth Partners		0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:


		Estate of Thomas B. Neff		0 shares¹
		Family Partnership		0 shares¹
		BioGrowth Partners		0 shares¹

(ii)

Shared power to vote or to direct the vote:

Not applicable.

(iii)

Sole power to dispose or to direct the disposition of:


		Estate of Thomas B. Neff		0 shares¹
		Family Partnership		0 shares¹
		BioGrowth Partners		0 shares¹

(iv)

Shared power to dispose or to direct the disposition of:

Not applicable.

(1)

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of a Group

Not applicable.

Item 10.

Certification

Not applicable.

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.

February 17, 2020

Date

/s/ Donna Wengert Neff

By: Donna Wengert Neff, Executor

Names of Reporting Persons

Estate of Thomas B. Neff⁽¹⁾

Check the Appropriate Box if a Member of a Group (see instructions)
(a) ☐ (b) ☐

SEC USE ONLY

Citizenship or Place of Organization

United States