SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol 89bio, Inc. [ ETNB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/16/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/16/2020 | J(1) | 850,000 | D | $0.00 | 1,750,877 | I | See footnote(2) | ||
| Common Stock | 11/16/2020 | J(3) | 2,973 | A | $0.00 | 2,973 | I | See footnote(4) | ||
| Common Stock | 11/16/2020 | J(3) | 2,080 | A | $0.00 | 2,080 | I | See footnote(5) | ||
| Common Stock | 11/16/2020 | J(3) | 891 | A | $0.00 | 891 | I | See footnote(6) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Longitude Venture Partners III, L.P. ("Longitude Venture III") to its general and limited partners. |
| 2. These shares are held directly by Longitude Venture III. Longitude Capital Partners III, LLC ("Longitude Capital III") is the general partner of Longitude Venture III and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of Longitude Capital III (each a "Manager" and collectively, the "Managers") and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of Longitude Capital III and the Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |
| 3. Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Longitude Capital III to its members. |
| 4. These shares are held by a limited partnership (the "Partnership") of which the general partner is a trust (the "Trust"). Mr. Enright is the Trustee of the Trust and may be deemed to share voting, investment and dispositive power over the shares held by the Partnership. Each of the Trust and Mr. Enright disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. Each of the Reporting Persons disclaims the existence of a "group" and, other than Mr. Enright, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| 5. These shares are held by a trust. Ms. Bakker is the Investment Trustee of such trust and may be deemed to share voting and dispositive power with regard to the reported shares. Ms. Bakker disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. Each of the Reporting Persons disclaims the existence of a "group" and, other than Ms. Bakker, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| 6. These shares are held directly by Ms. Bakker. |
| Remarks: |
| Longitude Venture Partners III, L.P.; By /s/ Patrick G. Enright, Managing Member | 11/18/2020 | |
| Longitude Capital Partners III, LLC; By /s/ Patrick G. Enright, Managing Member | 11/18/2020 | |
| /s/ Juliet Tammenoms Bakker | 11/18/2020 | |
| /s/ Patrick G. Enright | 11/18/2020 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||