UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

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 That Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

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 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 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

SCHEDULE 13G

 

 

 

1.

Names of Reporting Persons
Spetalen, Eigil Stray

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Norway

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,131,576
(1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,131,576
(1)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,131,576
(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.34%
(2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  This number includes 665,262 shares held by Kristianro A/S. Mr. Spetalen, a former director of Cortendo AB (predecessor to the Issuer), serves as the Chief Executive Officer and Director and owns 100% of the equity of Kristianro A/S. As a result, Mr. Spetalen is deemed to have sole voting, investment and dispositive power over the shares held by Kristianro A/S, in addition to the 471,314 shares he holds directly.

 

(2) 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.

 

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CUSIP No. G85347105

SCHEDULE 13G

 

 

Item 1(a).

Name of Issuer:
Strongbridge Biopharma plc (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
900 Northbrook Drive, Suite 200, Trevose, PA 19053

 

Item 2(a).

Name of Person(s) Filing:
Spetalen, Eigil Stray

Item 2(b).

Address of Principal Business Office, or, if none, Residence:
Christian Benneches V9, Oslo, Norway 0286

Item 2(c).

Citizenship:
Norway

Item 2(d).

Title of Class of Securities:
Ordinary Shares, par value $0.01 per share

Item 2(e).

CUSIP Number:
G85347105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

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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:   

1,131,576

 

(b)

Percent of class:   

5.34%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

1,131,576

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

1,131,576

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not Applicable

 

Item 6.

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

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported 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 the Group.

 

Not Applicable

 

4



 

Item 10.

Certification:

 

Not Applicable

 

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 8, 2016

EIGIL SPETALEN

 

 

 

 

 

 

 

By:

/s/ Eigil Spetalen

 

Name:

Eigil Spetalen

 

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