Phathom Pharmaceuticals SC 13D/A / Frazier Life Sciences IX ownership change

Phathom Pharmaceuticals (PHAT) SC 13D/APhathom Pharmaceuticals / Frazier Life Sciences IX ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDERTHE SECURITIES EXCHANGE ACTOF 1934

(Amendment No. 1)*

Phathom Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

71722W107

(CUSIP Number)

Steve R. Bailey

Frazier Healthcare Partners

601 Union Street, Suite 3200

Seattle, WA 98101

Telephone: (206)621-7200

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

June 12, 2020

(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. See§240.13d-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. 71722W107


1.		Name of Reporting Persons. Frazier Life Sciences IX, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) 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

(1)

Consists of 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick Heron and James Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P.

(2)	Based on 28,964,506 shares of Common Stock that were outstanding as of May 5, 2020 as set forth in the Issuer’s Form10-Q filed with the SEC on May 12, 2020.

Page 2

CUSIP No. 71722W107


1.		Name of Reporting Persons. FHMLS IX, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) 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

(1)

(2)	Based on 28,964,506 shares of Common Stock that were outstanding as of May 5, 2020 as set forth in the Issuer’s Form10-Q filed with the SEC on May 12, 2020.

Page 3

CUSIP No. 71722W107


1.		Name of Reporting Persons. FHMLS IX, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) 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

(1)

Consists of (i) 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P and (ii) 1 share of Common Stock held directly by FHMLS IX, L.L.C. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick Heron and James Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C.

(2)	Based on 28,964,506 shares of Common Stock that were outstanding as of May 5, 2020 as set forth in the Issuer’s Form10-Q filed with the SEC on May 12, 2020.

Page 4

CUSIP No. 71722W107


1.		Name of Reporting Persons. James Topper
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check 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)

Consists of (i) 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P, (ii) 1 share of Common Stock held directly by FHMLS IX, L.L.C., (iii) 12,596 shares of Common Stock held directly by James Topper and (iv) 3,912 shares of Common Stock held by Topper Group III LLC. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick Heron and James Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. Dr. Topper is a manager of Topper Group III LLC and shares voting and investment power over the shares held by Topper Group III LLC.

(2)	Based on 28,964,506 shares of Common Stock that were outstanding as of May 5, 2020 as set forth in the Issuer’s Form10-Q filed with the SEC on May 12, 2020.

Page 5

CUSIP No. 71722W107


1.		Name of Reporting Persons. Patrick Heron
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check 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)

Consists of (i) 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P, (ii) 1 share of Common Stock held directly by FHMLS IX, L.L.C. and (iii) 14,937 shares of Common Stock held by The Heron Living Trust 11/30/2004. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick Heron and James Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. Dr. Heron is theco-trustee of The Heron Living Trust 11/30/2004 and has voting and investment power over the shares held by The Heron Living Trust 11/30/2004.

(2)	Based on 28,964,506 shares of Common Stock that were outstanding as of May 5, 2020 as set forth in the Issuer’s Form10-Q filed with the SEC on May 12, 2020.

Page 6

CUSIP No. 71722W107

Item 1.

Security and Issuer.

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends the statement on Schedule 13D filed on November 6, 2019 (the “Original Schedule 13D” and together with this Amendment No. 1, the “Schedule 13D”) with respect to the Common Stock of Phathom Pharmaceuticals, Inc. (the “Issuer”), having its principal executive office at 2150 E. Lake Cook Road, Suite 800, Buffalo Grove, Illinois 60089. Except as otherwise specified in this Amendment No. 1, all items in the Original Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Prior to the Issuer’s initial public offering (the “IPO”), FLS IX purchased from the Issuer (including shares purchased from YamadaCo IIA, Inc., which merged with and into the Issuer on March 13, 2019) in a series of private transactions, 4,877,998 shares of Common Stock and unsecured convertible promissory notes representing a principal amount of $20,000,000, such that the aggregate purchase price for both the shares of Common Stock and the unsecured convertible promissory notes is equal to $20,001,442.92. Upon closing of the IPO, the principal amount and accrued interest owed under the unsecured convertible promissory notes held by FLS IX automatically converted into 1,353,640 shares of Common Stock of the Issuer, resulting in FLS IX holding a total of 6,231,638 shares of Common Stock at such time. In addition, at the time of the IPO, FLS IX purchased an aggregate of 1,052,631 shares of Common Stock of the Issuer at the IPO price of $19.00 per share, resulting in FLS holding a total of 7,284,269 shares of the Issuer’s Common Stock at such time. On June 12, 2020, FLS IX effected anin-kind pro rata stock distribution, pursuant to which it distributed a total of 1,456,854 shares of the Issuer’s Common Stock to its limited partners and general partner, including FHMLS IX, L.L.C., Topper and Heron. FLS IX holds 5,827,415 shares of Common Stock of the Issueras of the date of this filing (the “FLS Shares”), FHMLS IX, L.L.C. holds 1 share of Common Stock of the Issueras of the date of this filing (the “FHMLS IX, L.L.C. Share”), Heron holds 14,937 shares of Common Stock of the Issueras of the date of this filing, which shares are held by The Heron Living Trust 11/30/2004, of which Heron is theco-trustee (the “Heron Shares”), and Topper holds 16,508 shares of Common Stock of the Issueras of the date of this filing, 12,596 of such shares are held directly by Topper and the remaining 3,912 shares are held by Topper Group III LLC, of which Topper is a manager (the “Topper Shares”).

The working capital of FLS IX was the source of the funds for the purchase of the FLS Shares. No part of the purchase price of the FLS Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the FLS Shares, the FHMLS IX, L.L.C. Shares, the Heron Shares or the Topper Shares.

Item 5.

Interest in Securities of the Issuer

(a)

FLS IX is the record owner of the FLS Shares. As the sole general partner of FLS IX, FHMLS IX, L.P. may be deemed to beneficially own the FLS Shares. As the sole general partner of FHMLS IX, L.P., FHMLS IX, L.L.C. may be deemed to beneficially own the FLS Shares. As members of FHMLS IX, L.L.C., each of the Members may be deemed to beneficially own the FLS Shares.

FHMLS IX, L.L.C. is the record owner of the FHMLS IX, L.L.C. Share. As members of FHMLS IX, L.L.C., each of the Members may be deemed to beneficially own the FHMLS IX, L.L.C. Share.

Heron is the beneficial owner of the Heron Shares.

Page 7

Topper is the beneficial owner of the Topper Shares.

The percentage of outstanding Common Stock 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. Such percentage was calculated based on the 28,964,506 shares of Common Stock outstanding on May 5, 2020 as set forth in the Issuer’s Form10-Q filed with the SEC on May 12, 2020.

(b)

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

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

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

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

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

(c)

Information with respect to transactions in the Securities which were effected within the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by the Reporting Persons is set forth below.

FLS IX:

Date of

Transaction

Type of
Transaction

Quantity

Class of Stock

Price Per Share
(excluding
commissions)

6/12/2020

In-Kind Stock
Distribution*

1,456,854

Common Stock

N/A

*	FLS IX effected anin-kind pro rata stock distribution, pursuant to which it distributed a total of 1,456,854 shares of the Issuer’s Common Stock to its limited partners and general partner.

FHMLS IX, L.P.:

Date of

Transaction

Type of
Transaction

Quantity

Class of Stock

Price Per Share
(excluding
commissions)

N/A

FHMLS IX, L.L.C:

Date of

Transaction

Type of
Transaction

Quantity

Class of Stock

Price Per Share
(excluding
commissions)

6/12/2020

In-Kind Stock
Distribution**

Common Stock

N/A

**	Received 1 share of the Issuer’s Common Stock from FLS IX as a result of itsin-kind stock distribution.

Heron:

Page 8

Date of

Transaction

Type of
Transaction

Quantity

Class of Stock

Price Per Share
(excluding
commissions)

6/12/2020

In-Kind Stock
Distribution***

14,937

Common Stock

N/A

***	Received 14,937 shares of the Issuer’s Common Stock from FLS IX as a result of itsin-kind stock distribution. These shares are held by The Heron Living Trust 11/30/2004, of which Heron is theco-trustee.

Topper:

Date of

Transaction

Type of
Transaction

Quantity

Class of Stock

Price Per Share
(excluding
commissions)

6/12/2020

In-Kind Stock
Distribution****

16,508

Common Stock

N/A

****	Received 16,508 shares of the Issuer’s Common Stock from FLS IX as a result of itsin-kind stock distribution. 12,596 of such shares are held directly by Topper and the remaining 3,912 shares are held by Topper Group III LLC, of which Topper is a manager.

(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 FLS Shares, the FHMLS IX, L.L.C. Share, the Heron Shares or the Topper Shares beneficially owned by any of the Reporting Persons, other than the respective limited partners, general partners, members and/or beneficiaries of such Reporting Persons.

(e)

Not applicable.

Page 9

SIGNATURES

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.


Date: June 16, 2020	FRAZIER LIFE SCIENCES IX, L.P.
	By FHMLS IX, L.P., its general partner
	By FHMLS IX, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 16, 2020	FHMLS IX, L.P.
	By FHMLS IX, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 16, 2020	FHMLS IX, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 16, 2020	By:	*
		James Topper

Date: June 16, 2020	By:	*
		Patrick Heron

Date: June 16, 2020	*By:	/s/ Steve R. Bailey
		Steve R. Bailey, asAttorney-in-Fact

This Schedule 13D was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017.

Page 10

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:

Sole Voting Power

0 shares

Shared Voting Power

5,827,415 shares (1)

Sole Dispositive Power

0 shares

Shared Dispositive Power

5,827,415 shares (1)