UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Phathom Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
71722W107
(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:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-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 the Notes).
| CUSIP No. 71722W107 | SCHEDULE 13G | Page 2 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Medicxi Growth I LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,019,877 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,019,877 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,019,877 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Based on 24,526,537 shares of common stock (“Common Stock”) outstanding as of November 23, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019, filed with the Securities and Exchange Commission on November 25, 2019. |
| CUSIP No. 71722W107 | SCHEDULE 13G | Page 3 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Medicxi Growth Co-Invest I LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
47,984 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
47,984 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,984 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 71722W107 | SCHEDULE 13G | Page 4 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Medicxi Growth I GP Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,067,861 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,067,861 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,067,861 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 71722W107 | SCHEDULE 13G | Page 5 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Medicxi Ventures Management (Jersey) Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,067,861 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,067,861 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,067,861 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 71722W107 | SCHEDULE 13G | Page 6 of 10 Pages |
| Item 1. | Issuer | |||||
| (a) | Name of Issuer: | |||||
| Phathom Pharmaceuticals, Inc. (the “Issuer”) | ||||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||||
| 2150 E. Lake Cook Road Suite 800 Buffalo Grove, IL 60089 | ||||||
| Item 2. | Filing Person | |||||
| (a) – (c) | Name of Persons Filing; Address; Citizenship: | |||||
| (i) Medicxi Growth I LP (“Growth I”);
(ii) Medicxi Growth Co-Invest I LP (“Growth Co-Invest I”);
(iii) Medicxi Growth I GP Limited (“Growth I GP”), which is the sole general partner of Growth I and Growth Co-Invest I;
(iv) Medicxi Ventures Management (Jersey) Limited (“Manager”), which is appointed by Growth I GP as the manager of Growth I and Growth Co-Invest I. | ||||||
| The address of the principal business office of each of the Reporting Persons is Nick McHardy c/o Intertrust Fund Services (Jersey) Limited, 44 Esplanade, St. Helier, Jersey JE4 9WG.
Each of Growth I and Growth Co-Invest I is a Jersey limited partnership. Each of Growth I GP and Manager is a Jersey limited liability company. | ||||||
| (d) | Title of Class of Securities: | |||||
| Common stock, par value $0.0001 per share | ||||||
| (e) | CUSIP Number:
71722W107 | |||||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; | ||||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; | ||||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||||
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 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; | ||||
| (j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||||
| CUSIP No. 71722W107 | SCHEDULE 13G | Page 7 of 10 Pages |
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||||
| Item 4. | Ownership. | |||||||||||
| (a) and (b) | Amount beneficially owned: | |||||||||||
| (i) | Growth I directly owns 2,019,877 shares of Common Stock (the “Growth I Shares”), which represents approximately 8.2% of the outstanding shares of Common Stock. | |||||||||||
| (ii) | Growth Co-Invest I directly owns 47,984 shares of Common Stock (the “Growth Co-Invest I Shares”), which represents approximately 0.2% of the outstanding shares of Common Stock. | |||||||||||
| (iii) | Growth I GP is the general partner of Growth I and Growth Co-Invest I and may be deemed to beneficially own the Growth I Shares and the Growth Co-Invest I Shares (the “Shares”), which in the aggregate is 2,067,861 shares of Common Stock and represents approximately 8.4% of the outstanding shares of Common Stock. | |||||||||||
| (iv) | Manager has been appointed by Growth I GP as manager of Growth I and Growth Co-Invest I and may be deemed to beneficially own the Shares. | |||||||||||
| (c) | Number of shares as to which such person has: | |||||||||||
| Number of Shares of Common Stock | ||||||||||||
| Reporting Person |
(i) |
(ii) |
(iii) |
(iv) | ||||||||
| Growth I | 2,019,877 | 0 | 2,019,877 | 0 | ||||||||
| Growth Co-Invest I | 47,984 | 0 | 47,984 | 0 | ||||||||
| Growth I GP | 2,067,861 | 0 | 2,067,861 | 0 | ||||||||
| Manager | 2,067,861 | 0 | 2,067,861 | 0 | ||||||||
| (i) Sole power to vote or direct the vote (ii) Shared power to vote or to direct the vote (iii) Sole power to dispose or to direct the disposition of (iv) Shared power to dispose or to direct the disposition of | ||||||||||||
| Based on 24,526,537 shares of common stock (“Common Stock”) outstanding as of November 23, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019 filed, with the Securities and Exchange Commission on November 25, 2019. | ||||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐ | |||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person.
Not applicable. | |||||||||||
| CUSIP No. 71722W107 | SCHEDULE 13G | Page 8 of 10 Pages |
| 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 Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
| CUSIP No. 71722W107 | SCHEDULE 13G | Page 9 of 10 Pages |
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.
Date: February 10, 2020
| Medicxi Growth I LP | ||
| By: | /s/ Alex Di Santo | |
| Name: Alex Di Santo | ||
| Title: Director | ||
| For and on behalf of | ||
| Medicxi Ventures Management (Jersey) Limited as manager of Medicxi Growth I LP | ||
| Medicxi Growth Co-Invest I LP | ||
| By: | /s/ Alex Di Santo | |
| Name: Alex Di Santo Title: Director | ||
| For and on behalf of | ||
| Medicxi Ventures Management (Jersey) Limited as manager of Medicxi Growth Co-Invest I LP | ||
| Medicxi Growth I GP Limited | ||
| By: | /s/ Alex Di Santo | |
| Name: Alex Di Santo | ||
| Title: Director | ||
| Medicxi Ventures Management (Jersey) Limited | ||
| By: | /s/ Alex Di Santo | |
| Name: Alex Di Santo | ||
| Title: Director | ||
| CUSIP No. 71722W107 | SCHEDULE 13G | Page 10 of 10 Pages |
EXHIBIT INDEX
Exhibit
| 99.1 | Joint Filing Statement |
EXHIBIT 99.1
Joint Filing Agreement
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Date: February 10, 2020
| Medicxi Growth I LP | ||
| By: | /s/ Alex Di Santo | |
| Name: Alex Di Santo | ||
| Title: Director | ||
| For and on behalf of | ||
| Medicxi Ventures Management (Jersey) Limited as manager of Medicxi Growth I LP | ||
| Medicxi Growth Co-Invest I LP | ||
| By: | /s/ Alex Di Santo | |
| Name: Alex Di Santo | ||
| Title: Director | ||
| For and on behalf of | ||
| Medicxi Ventures Management (Jersey) Limited as manager of Medicxi Growth Co-Invest I LP | ||
| Medicxi Growth I GP Limited | ||
| By: | /s/ Alex Di Santo | |
| Name: Alex Di Santo | ||
| Title: Director | ||
| Medicxi Ventures Management (Jersey) Limited | ||
| By: | /s/ Alex Di Santo | |
| Name: Alex Di Santo | ||
| Title: Director | ||