SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MIRUM PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
604749101
(CUSIP Number)
Niall O’Donnell
101 S. Hanley Road, Suite 1850
St. Louis, MO 63105
(314) 726-6700
With copy to:
Gloria M. Skigen, Esq.
Holland & Knight LLP
One Stamford Plaza, 263 Tresser Boulevard, Suite 1400
Stamford, CT 06901
(203) 905-4526
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 11, 2022
(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) or 240.13d-1(g), check the following box: ☐
| * | 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. 604749101 | 13D/A | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)
RiverVest Venture Fund IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,621,118 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,621,118 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,118 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percentage set forth in row (13) is based on the 36,870,380 outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), of Mirum Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), reported by the Issuer on the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, filed with the Securities and Exchange Commission (“SEC”) on November 9, 2022. |
| CUSIP No. 604749101 | 13D/A | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)
RiverVest Venture Partners IV, 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,621,118 (2) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,621,118 (2) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,118 (2) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (2) | Represents 1,621,118 shares of Common Stock owned by RiverVest Venture Fund IV, L.P., a Delaware limited partnership. RiverVest Venture Partners IV, L.P., a Delaware limited partnership, is the general partner of RiverVest Venture Fund IV, L.P. |
| CUSIP No. 604749101 | 13D/A | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)
RiverVest Venture Partners IV, 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,621,118 (3) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,621,118 (3) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,118 (3) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (3) | Represents 1,621,118 shares of Common Stock owned by RiverVest Venture Fund IV, L.P. RiverVest Venture Partners IV, L.P. is the general partner of RiverVest Venture Fund IV, L.P. RiverVest Venture Partners IV, LLC, a Delaware limited liability company, is the sole general partner of RiverVest Venture Partners IV, L.P. |
| CUSIP No. 604749101 | 13D/A | Page 5 of 9 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)
Niall O’Donnell | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,621,118 (4) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,621,118 (4) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,118 (4) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (4) | Represents 1,621,118 shares of Common Stock owned by RiverVest Venture Fund IV, L.P. RiverVest Venture Partners IV, L.P. is the general partner of RiverVest Venture Fund IV, L.P. RiverVest Venture Partners IV, LLC is the sole general partner of RiverVest Venture Partners IV, L.P. Dr. O’Donnell is a manager of RiverVest Venture Partners IV, LLC. |
| CUSIP No. 604749101 | 13D/A | Page 6 of 9 Pages |
Schedule 13D/A
Pursuant to Rule 13d-2 of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned hereby amends the statement on Schedule 13D dated August 1, 2019, as amended by Amendment No. 1 filed on December 22, 2020 (the “Schedule 13D”). This Statement constitutes Amendment No. 2 to the Schedule 13D to report and reflect that RiverVest Venture Fund IV, L.P., RiverVest Venture Partners IV, L.P., RiverVest Venture Partners IV, LLC, and Niall O’Donnell ceased to be the beneficial owners of more than five percent of the Issuer’s Common Stock. Unless otherwise indicated herein, there are no material changes to the information set forth in the Schedule 13D.
Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
No change.
Item 3. Source and Amount of Funds or Other Consideration.
No change.
Item 4. Purpose of the Transaction.
No change.
| CUSIP No. 604749101 | 13D/A | Page 7 of 9 Pages |
Item 5. Interest in Securities of the Issuer.
(a) and (b)
Entity or Individual | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class(*) | |||||||||||||||||||||
RiverVest Venture Fund IV, L.P. | 1,621,118 | 0 | 1,621,118 | 0 | 1,621,118 | 1,621,118 | 4.4 | % | ||||||||||||||||||||
RiverVest Venture Partners IV, L.P.(1) | 0 | 0 | 1,621,118 | 0 | 1,621,118 | 1,621,118 | 4.4 | % | ||||||||||||||||||||
RiverVest Venture Partners IV, LLC(2) | 0 | 0 | 1,621,118 | 0 | 1,621,118 | 1,621,118 | 4.4 | % | ||||||||||||||||||||
Niall O’Donnell(3) | 0 | 0 | 1,621,118 | 0 | 1,621,118 | 1,621,118 | 4.4 | % | ||||||||||||||||||||
| (*) | Based on the 36,870,380 outstanding shares of Common Stock of the Issuer, reported by the Issuer on the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, filed with the Securities and Exchange Commission (“SEC”) on November 9, 2022. |
| (1) | RiverVest Venture Partners IV, L.P. is the general partner of RiverVest Venture Fund IV, L.P., and as a result,, may be deemed to beneficially own the 1,621,118 shares of Common Stock owned by RiverVest Venture Fund IV, L.P. |
| (2) | RiverVest Venture Partners IV, LLC is the sole general partner of RiverVest Venture Partners IV, L.P., which is the general partner of RiverVest Venture Fund IV, L.P., and as a result, may be deemed to beneficially own the 1,621,118 shares of Common Stock owned by RiverVest Venture Fund IV, L.P. |
| (3) | Dr. O’Donnell is a manager of RiverVest Venture Partners IV, LLC, which is the sole general partner of RiverVest Venture Partners IV, L.P. RiverVest Venture Partners IV, L.P. is the general partner of RiverVest Venture Fund IV, L.P. As a result, Dr. O’Donnell may be deemed to beneficially own the 1,621,118 shares of Common Stock owned by RiverVest Venture Fund IV, L.P. |
By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein, except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(c) Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons.
(e) As of November 11, 2022, RiverVest Venture Fund IV, L.P., RiverVest Venture Partners IV, L.P., RiverVest Venture Partners IV, LLC, and Niall O’Donnell ceased to be the beneficial owners of more than five percent of the Issuer’s Common Stock.
| CUSIP No. 604749101 | 13D/A | Page 8 of 9 Pages |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
No change.
Item 7. Material to be Filed as Exhibits.
No change.
| CUSIP No. 604749101 | 13D/A | Page 9 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
December 1, 2022
RiverVest Venture Fund IV, L.P. | RiverVest Venture Partners IV, L.P. | |||||||
| By: | RiverVest Venture Partners IV, L.P., its general partner | By: | RiverVest Venture Partners IV, LLC, its sole general partner | |||||
| By: | RiverVest Venture Partners IV, LLC, its sole general partner |
| ||||||
| By: | /s/ Niall O’Donnell Name: Niall O’Donnell Title: Manager | By: | /s/ Niall O’Donnell Name: Niall O’Donnell Title: Manager | |||||
| RiverVest Venture Partners IV, LLC |
| |||||||
| By: | /s/ Niall O’Donnell | /s/ Niall O’Donnell Niall O’Donnell | ||||||
Name: Niall O’Donnell Title: Manager | ||||||||
[Signature Page of Schedule 13D/A]
