Pontifax 5 G.P. Form 3 89bio / Tomer Kariv 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^*

Kariv Tomer

(Last) (First) (Middle)

14 SHENKAR STREET, BEIT OFEK

(Street)

HERZLIYA PITUACH L3 L3 46140

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2019

3. Issuer Name and Ticker or Trading Symbol
89bio, Inc. [ ETNB ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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

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

	Form filed by One Reporting Person
X	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	884,671(1)	(1)	I	See footnote(2)

1. Name and Address of Reporting Person^*

Kariv Tomer

(Last) (First) (Middle)

14 SHENKAR STREET, BEIT OFEK

(Street)

HERZLIYA PITUACH L3 L3 46140

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pontifax (Israel) V, L.P.

(Last) (First) (Middle)

14 SHENKAR STREET, BEIT OFEK

(Street)

HERZLIYA PITUACH L3 L3 46140

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pontifax (Cayman) V, L.P.

(Last) (First) (Middle)

14 SHENKAR STREET, BEIT OFEK

(Street)

HERZLIYA PITUACH L3 L3 46140

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pontifax (China) V, L.P.

(Last) (First) (Middle)

14 SHENKAR STREET, BEIT OFEK

(Street)

HERZLIYA PITUACH L3 L3 46140

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pontifax 5 G.P. L.P.

(Last) (First) (Middle)

14 SHENKAR STREET, BEIT OFEK

(Street)

HERZLIYA PITUACH L3 L3 46140

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pontifax Management 4 G.P. (2015) Ltd.

(Last) (First) (Middle)

14 SHENKAR STREET, BEIT OFEK

(Street)

HERZLIYA PITUACH L3 L3 46140

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock is convertible into common stock on a one-for-6.217 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.

2. Includes (a) 3,322,005 shares held by Pontifax (Israel) V, L.P., (b) 887,328 shares held by Pontifax (Cayman) V, L.P. and (c) 1,290,668 shares held by Pontifax (China) V, L.P. (collectively, the "Pontifax Entities"). Pontifax 5 G.P. L.P. ("Pontifax 5 GP") is the general partner of each of the Pontifax Entities, and Pontifax Management 4 G.P. (2015) Ltd. ("Pontifax Management") is the general partner of Pontifax 5 GP. Mr. Tomer Kariv is one of two Managing Partners of Pontifax Management and, as a result, may be deemed to share voting and investment power with respect to the shares held by each of the Pontifax Entities. Mr. Kariv disclaims beneficial ownership of those shares held by the Pontifax Entities, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Tomer Kariv	11/08/2019
	Pontifax (Israel) V, L.P.; By /s/ Tomer Kariv, Chief Executive Officer	11/08/2019
	Pontifax (Cayman) V, L.P.; By /s/ Tomer Kariv, Chief Executive Officer	11/08/2019
	Pontifax (China) V, L.P.; By /s/ Tomer Kariv, Chief Executive Officer	11/08/2019
	Pontifax 5 G.P. L.P.; By /s/ Tomer Kariv, Chief Executive Officer	11/08/2019
	Pontifax Management 4 G.P. (2015) Ltd.; By /s/ Tomer Kariv, Chief Executive Officer	11/08/2019
	** Signature of Reporting Person	Date
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