SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Strongbridge Biopharma plc

(Name of Issuer)

Ordinary Shares, par value $0.01 per share

(Title of Class of Securities)

G85347105

(CUSIP Number)

December 31, 2015

(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)

x 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 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. G85347105    13G    Page 2 of 6 Pages

 

  1.    

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

HealthCap VI, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH    5.     

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

2,426,091

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

2,426,091

  9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,426,091

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

11.44% (1)

12.  

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

(1) This calculation is based on 21,205,382 Ordinary Shares, par value $0.01 per share, reported to be outstanding in the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission on October 16, 2015.


CUSIP No. G85347105    13G    Page 3 of 6 Pages

 

  1.    

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

HealthCap VI GP S.A.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH    5.     

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

2,426,091

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

2,426,091

  9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,426,091

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

11.44% (1)

12.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

 

(1) This calculation is based on 21,205,382 Ordinary Shares, par value $0.01 per share, reported to be outstanding in the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission on October 16, 2015.


CUSIP No. G85347105    13G    Page 4 of 6 Pages

 

Item 1.

 

  (a) Name of Issuer

 

     Strongbridge Biopharma plc (the “Issuer”)

 

  (b) Address of Issuer’s Principal Executive Offices

 

     900 Northbrook Drive, Suite 200, Trevose, PA 19053

 

Item 2.

 

  (a) Name of Person Filing

 

     This Schedule 13G is being filed on behalf of entity HealthCap VI, L.P. (“HC”) and its sole general partner, HealthCap VI GP S.A. (“GP”). HC and GP are collectively referred to herein as the “Reporting Persons.” Each Reporting Person is a venture capital investment entity.

 

  (b) Address of the Principal Office or, if none, residence

 

     The address of the principal offices of the Reporting Persons is 18, Avenue d’Ouchy, 1006 Lausanne, Switzerland.

 

  (c) Citizenship

 

     HC is a limited partnership organized under the laws of Delaware. GP is a limited liability company organized under the laws of Switzerland.

 

  (d) Title of Class of Securities

 

     Ordinary Shares, par value $0.01 per share.

 

  (e) CUSIP Number
     G85347105

 

Item 3. Not applicable.


CUSIP No. G85347105    13G    Page 5 of 6 Pages

 

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person

 

  (b) Percent of class: See Row 11 of cover page for each Reporting Person

 

  (c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

 

Item 5. Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

The response to Item 2(a) is incorporated herein by reference.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

The response to Item 2(a) is incorporated herein by reference.

 

Item 8. Identification and Classification of Members of the Group.

The response to Item 2(a) is incorporated herein by reference. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit A.

 

Item 9. Not applicable.

 

Item 10. Not applicable.


CUSIP No. G85347105    13G    Page 6 of 6 Pages

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.

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.

Dated: January 25, 2016

 

HEALTHCAP VI, L.P.
By: HEALTHCAP VI GP S.A.
Its: General Partner
By:  

/s/ Dag Richter

  Dag Richter, Director
By:  

/s/ Francois Kaiser

  Francois Kaiser, Director
HEALTHCAP VI GP S.A.
By:  

/s/ Dag Richter

  Dag Richter, Director
By:  

/s/ Francois Kaiser

  Francois Kaiser, Director


Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of January 25, 2016.

 

HEALTHCAP VI, L.P.

By:

  HEALTHCAP VI GP S.A.

Its:

  General Partner
By:  

/s/ Dag Richter

  Dag Richter, Director
By:  

/s/ Francois Kaiser

  Francois Kaiser, Director
HEALTHCAP VI GP S.A.
By:  

/s/ Dag Richter

  Dag Richter, Director
By:  

/s/ Francois Kaiser

  Francois Kaiser, Director