SEC Filing | Phathom Pharmaceuticals, Inc.

Names of Reporting Persons

The Carlyle Group Inc.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

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SC 13G/A

ITEM 1. Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Phathom Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

71722W107

(CUSIP Number)

December 31, 2023

(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 1 of 17


Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 3,496,808
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 3,496,808


CUSIP No. 71722W107		Schedule 13G		Page 2 of 17


Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 3,496,808
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 3,496,808


CUSIP No. 71722W107		Schedule 13G		Page 3 of 17


Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 3,496,808
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 3,496,808


CUSIP No. 71722W107		Schedule 13G		Page 4 of 17


Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 3,496,808
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 3,496,808


CUSIP No. 71722W107		Schedule 13G		Page 5 of 17


Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 3,496,808
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 3,496,808


CUSIP No. 71722W107		Schedule 13G		Page 6 of 17


Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 3,496,808
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 3,496,808


CUSIP No. 71722W107		Schedule 13G		Page 7 of 17


Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 3,496,808
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 3,496,808


CUSIP No. 71722W107		Schedule 13G		Page 8 of 17


Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 3,496,808
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 3,496,808


CUSIP No. 71722W107		Schedule 13G		Page 9 of 17


Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 3,496,808
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 3,496,808


CUSIP No. 71722W107		Schedule 13G		Page 10 of 17


Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 2,061,702
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 2,061,702


CUSIP No. 71722W107		Schedule 13G		Page 11 of 17


Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 1,435,106
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 1,435,106


CUSIP No. 71722W107		Schedule 13G		Page 12 of 17


ITEM 2.	(a)	Name of Issuer:

		Phathom Pharmaceuticals, Inc. (the “Issuer”).

	(b)	Address of Issuer’s Principal Executive Offices:

		100 Campus Drive, Suite 102, Florham Park, NJ 07932

ITEM 3.	(a)	Name of Person Filing:

		Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

		The Carlyle Group Inc.
		Carlyle Holdings I GP Inc.
		Carlyle Holdings I GP Sub L.L.C.
		Carlyle Holdings I L.P.
		CG Subsidiary Holdings L.L.C.
		TC Group, L.L.C.
		Carlyle Investment Management L.L.C.
		Carlyle Genesis UK LLC
		Abingworth LLP
		Abingworth Bioventures 8 LP
		Abingworth Bioventures VII LP

	(b)	Address or Principal Business Office:

		The principal business address of each of Abingworth LLP, Abingworth Bioventures 8 LP and Abingworth Bioventures VII LP is 38 Jermyn Street, London, SW1Y 6DN, England, United Kingdom. The principal business address of each of the other Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, DC 20004-2505.

	(c)	Citizenship of each Reporting Person is:

		Each of Abingworth LLP, Abingworth Bioventures 8 LP and Abingworth Bioventures VII LP is organized under the laws of England and Wales. Each of the other Reporting Persons is organized under the laws of the State of Delaware.

	(d)	Title of Class of Securities:

		Common Stock, par value $0.0001 per share (“Common Stock”).

	(e)	CUSIP Number:

		71722W107


CUSIP No. 71722W107		Schedule 13G		Page 13 of 17

ITEM 4.

Not applicable.

ITEM 5.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of November 7, 2023, based upon 57,252,519 shares of Common Stock outstanding, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2023.


Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
The Carlyle Group Inc.		3,496,808		6.1	%		0		3,496,808		0		3,496,808
Carlyle Holdings I GP Inc.		3,496,808		6.1	%		0		3,496,808		0		3,496,808
Carlyle Holdings I GP Sub L.L.C.		3,496,808		6.1	%		0		3,496,808		0		3,496,808
Carlyle Holdings I L.P.		3,496,808		6.1	%		0		3,496,808		0		3,496,808
CG Subsidiary Holdings L.L.C.		3,496,808		6.1	%		0		3,496,808		0		3,496,808
TC Group, L.L.C.		3,496,808		6.1	%		0		3,496,808		0		3,496,808
Carlyle Investment Management L.L.C.		3,496,808		6.1	%		0		3,496,808		0		3,496,808
Carlyle Genesis UK LLC		3,496,808		6.1	%		0		3,496,808		0		3,496,808
Abingworth LLP		3,496,808		6.1	%		0		3,496,808		0		3,496,808
Abingworth Bioventures 8 LP		2,061,702		3.6	%		0		2,061,702		0		2,061,702
Abingworth Bioventures VII LP		1,435,106		2.5	%		0		1,435,106		0		1,435,106

Abingworth Bioventures 8 LP is the record holder of 2,061,702 shares of Common Stock and Abingworth Bioventures VII LP is the record holder of 1,435,106 shares of Common Stock.

The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of


CUSIP No. 71722W107		Schedule 13G		Page 14 of 17

Abingworth LLP. Each of Abingworth Bioventures 8 LP and Abingworth Bioventures VII LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by them. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Abingworth Bioventures 8 LP and Abingworth Bioventures VII LP, but each disclaims beneficial ownership of such securities.

ITEM 6.

Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 7.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 8.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 9.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 10.

Notice of Dissolution of Group.

Not applicable.

ITEM 11.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.


CUSIP No. 71722W107		Schedule 13G		Page 15 of 17

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 12, 2024


The Carlyle Group Inc.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Chief Financial Officer

Carlyle Holdings I GP Inc.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director and Chief Financial Officer

Carlyle Holdings I GP Sub L.L.C.

By: Carlyle Holdings I GP Inc., its sole member

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director and Chief Financial Officer

Carlyle Holdings I L.P.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director

CG Subsidiary Holdings L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director

TC Group, L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director


CUSIP No. 71722W107		Schedule 13G		Page 16 of 17


Carlyle Investment Management L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Chief Financial Officer

Carlyle Genesis UK LLC

By: Carlyle Investment Management L.L.C., its sole member

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Chief Financial Officer

Abingworth LLP

By:		/s/ John Heard
Name:		John Heard
Title:		Authorized Signatory

Abingworth Bioventures 8 LP

By:		/s/ John Heard
Name:		John Heard
Title:		Authorized Signatory

Abingworth Bioventures VII LP

By:		/s/ John Heard
Name:		John Heard
Title:		Authorized Signatory


CUSIP No. 71722W107		Schedule 13G		Page 17 of 17

LIST OF EXHIBITS

EX-24

Exhibit 24

POWER OF ATTORNEY

The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute, and file certain federal and state securities laws filings.

Know all by these presents, that the undersigned hereby constitutes and appoints each of Jeffrey Ferguson, Jeremy Anderson, Chintan Bhatt, Anne Frederick, Erica Herberg, Anat Holtzman, Andrew Howlett-Bolton, Joshua Lefkowitz, David Lobe, Elizabeth Muscarella, Sanket Patel, Robert Rosen, and Catherine Ziobro, or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)

prepare, execute in the name of each Carlyle Company and on behalf of each Carlyle Company, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of Forms D (“Form D”) required to be filed in accordance with Rule 503 (“Rule 503”) promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933, as amended (the “1933 Act”) and reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) or any rule or regulation of the SEC;

(2)

prepare and execute for and on behalf of each Carlyle Company, in the undersigned’s capacity as a Chairman, authorized person, officer and/or director of each Carlyle Company, federal and state securities laws filings including without limitation Forms D pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

(3)

do and perform any and all acts for and on behalf of each Carlyle Company that may be necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted, whether the same needs to be executed, taken or done by him in his capacity as a current or former member, partner, shareholder, director or officer of any company, partnership, corporation, organization, firm, branch or other entity connected with, related to or affiliated with any of the entities constituting the Carlyle Companies or entities that directly or indirectly hold interests in the Carlyle Companies.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with federal and state securities laws, including without limitation Rule 503 of the 1933 Act or Section 13 and Section 16 of the 1934 Act.

This Power of Attorney and all authority conferred hereby shall not be terminated by operation of law, whether by the death or incapacity of the undersigned or by occurrence of any other event. Actions taken by an attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any event described in the preceding sentence had not occurred, whether or not the attorney-in-fact shall have received notice of such event. Notwithstanding the foregoing, (i) in the event that an attorney-in-fact is no longer employed by The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney, and (ii) the undersigned may terminate or revoke this Power of Attorney at any time.

For purposes hereof, the “Carlyle Companies” shall consist of: (i) Carlyle Group Management L.L.C., The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group, L.L.C., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG Subsidiary Holdings L.L.C., TC Group Investment Holdings Limited Partner L.L.C., TC Group Investment Holdings, L.P., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings III L.P., TC Group Cayman L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman, L.P., TC Group Cayman Sub L.P., Five Overseas CG Investment L.L.C. and (ii) the subsidiaries and affiliates of the foregoing in clause (i), including without limitation investment funds sponsored directly or indirectly by one or more of the Carlyle Companies.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of October, 2023.


By:		/s/ John C. Redett
Name:		John C. Redett
Title:		Chief Financial Officer