strongbridge-sch13g_17908.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13G
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2
 
 
(Amendment No. __)
 
 

Strongbridge Biopharma plc
(Name of Issuer)
 
 
Common Stock
(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)
o Rule 13d-1(c)
x Rule 13d-1(d)
 
(1)  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.  G85347105
13G
Page 2 of 16
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Aspireo Pharmaceuticals Ltd.
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
 
Israel
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
2,062,677 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
2,062,677 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,062,677 shares
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)
 
9.7%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 

 
 
CUSIP No.  G85347105
13G
Page 3 of 16
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TVM V Life Science Ventures GmbH & Co KG
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
 
Germany
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
2,354,889 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
2,354,889 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,354,889 shares
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)
 
11.1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 

 
 
CUSIP No.  G85347105
13G
Page 4 of 16
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TVM V Life Science Management GmbH & Co. KG
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
 
Germany
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
2,354,889 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
2,354,889 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,354,889 shares
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)
 
11.1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 

 
 
CUSIP No.  G85347105
13G
Page 5 of 16
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Hubert Birner
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
 
Germany
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
2,354,889 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
2,354,889 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,354,889 shares
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)
 
11.1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 

 
 
CUSIP No.  G85347105
13G
Page 6 of 16
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Stefan Fischer
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
 
Germany
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
2,354,889 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
2,354,889 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,354,889 shares
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)
 
11.1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 

 
 
CUSIP No.  G85347105
13G
Page 7 of 16
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Alexandra Goll
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
 
Germany
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
2,354,889 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
2,354,889 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,354,889 shares
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)
 
11.1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 

 
 
CUSIP No.  G85347105
13G
Page 8 of 16
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Helmut Schühsler
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
 
Germany
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
2,354,889 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
2,354,889 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,354,889 shares
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)
 
11.1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 

 
CUSIP No.  G85347105
13G
Page 9 of 16
 
 
Schedule 13G
 
 
Item 1(a).
Name of Issuer:

Strongbridge Biopharma plc
 

Item 1(b).
Address of Issuer's Principal Executive Offices:

900 Northbrook Drive, Suite 200, Trevose, PA 19053
 

Item 2(a).
Name of Persons Filing:

This joint statement on Schedule 13G is filed by Aspireo Pharmaceuticals Ltd. (“Aspireo”), TVM V Life Science Ventures GmbH & Co KG (“TVM V”), the parent entity of Aspireo, TVM V Life Science Management GmbH & Co. KG, the managing limited partner of TVM V (“TVM V Management”), and Hubert Birner (“Birner”), Stefan Fischer (“Fischer”), Alexandra Goll (“Goll”), and Helmut Schühsler (“Schühsler”) (collectively, the “IC Members”). The IC Members are the members of the investment committee of TVM V Management and together with Aspireo, TVM V and TVM V Management, are collectively referred to herein as the “Reporting Persons”.
 

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the Reporting Persons other than Aspireo is c/o TVM Capital Group Maximilianstrasse 35C, Munich, 2M, 80539, Germany. The address of Aspireo is PO Box 880, Ra’anana, 43108, Israel.
 

Item 2(c).
Citizenship:

TVM V and TVM V Management are German limited partnerships. Aspireo is an Israeli company. Birner, Fischer, Goll and Schühsler are citizens of Germany.
 

Item 2(d).
Title of Class of Securities:

Common Stock
 

Item 2(e).
CUSIP Number:

G85347105
 

Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.
 
 
 

 
CUSIP No.  G85347105
13G
Page 10 of 16
 
 
 
Item 4.
Ownership.

(a)       
Amount beneficially owned:

Aspireo is the record owner of 2,062,677 shares of Common Stock (the “Aspireo Shares”).  TVM V is the record owner of 292,212 shares of Common Stock (the “TVM V Shares” and, together with the TVM V Shares, the “Firm Shares”) and, as the parent entity of Aspireo, may be deemed to own beneficially the Aspireo Shares. As the managing limited partner of TVM V, TVM V Management may be deemed to own beneficially the Firm Shares. As members of the investment committee of TVM V Management, each of the IC Members may be deemed to own beneficially the Firm Shares.

(b)       
Percent of class:

This percentage is calculated based upon 21,205,382 Ordinary Shares reported to be outstanding after the Issuer’s initial public offering in the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission on October 16, 2015.

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

(i)        Sole power to vote or to direct the vote:  see line 5 of cover sheets.

(ii)       Shared power to vote or to direct the vote:  see line 6 of cover sheets.

 
(iii)
Sole power to dispose or to direct the disposition of:  see line 7 of cover sheets.

 
(iv)
Shared power to dispose or to direct the disposition of:   see line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.
 

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 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.  This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
 
 
 

 
CUSIP No.  G85347105
13G
Page 11 of 16
 
 
SIGNATURES
 
 
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 16, 2016


ASPIREO PHARMACEUTICALS LTD.

By: /s/  Shaun Marcus                                
Name:  Shaun Marcus
Title:    Chief Financial Officer


TVM V LIFE SCIENCE VENTURES GMBH & CO KG

By:          TVM V LIFE SCIENCE MANAGEMENT GMBH & CO. KG,
Managing Limited Partner

By: /s/ Hubert Birner                                  
Name:  Hubert Birner
Title:  Authorized Officer
 
By: /s/ Josef Moosholzer                          
Name:  Josef Moosholzer
Title:  Authorized Officer

TVM V LIFE SCIENCE MANAGEMENT GMBH & CO. KG

By: /s/ Hubert Birner                                  
Name:  Hubert Birner
Title:  Authorized Officer

By: /s/ Josef Moosholzer                          
Name:  Josef Moosholzer
Title:  Authorized Officer


         *                                             
 
Hubert Birner


         *                                             
 
Stefan Fischer


         *                                             
 
Alexandra Goll


         *                                             
 
Helmut Schühsler




/s/ Rolf Starck                                
Rolf Starck
As attorney-in-fact


* This Schedule 13G was executed by Rolf Starck on behalf of the individuals listed above pursuant to Powers of Attorney, copies of which are attached as Exhibit 2.
 
 
 

 
CUSIP No.  G85347105
13G
Page 12 of 16
 
EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Strongbridge Biopharma plc.
 
Date:       February 16, 2016
 
 
ASPIREO PHARMACEUTICALS LTD.

By: /s/  Shaun Marcus                                
Name:  Shaun Marcus
Title:    Chief Financial Officer


TVM V LIFE SCIENCE VENTURES GMBH & CO KG

By:          TVM V LIFE SCIENCE MANAGEMENT GMBH & CO. KG,
Managing Limited Partner

By: /s/ Helmut Schühsler                          
Name:  Helmut Schühsler
Title:  Authorized Officer
 
By: /s/ Josef Moosholzer                          
Name:  Josef Moosholzer
Title:  Authorized Officer


TVM V LIFE SCIENCE MANAGEMENT GMBH & CO. KG

By: /s/ Helmut Schühsler                          
Name:  Helmut Schühsler
Title:  Authorized Officer

By: /s/ Josef Moosholzer                          
Name:  Josef Moosholzer
Title:  Authorized Officer


         *                                             
 
Hubert Birner


         *                                             
 
Stefan Fischer


         *                                             
 
Alexandra Goll


         *                                             
 
Helmut Schühsler




/s/ Rolf Starck                                
Rolf Starck
As attorney-in-fact

* This Agreement with respect to Schedule 13G was executed by Rolf Starck on behalf of the individuals listed above pursuant to Powers of Attorney, copies of which are attached as Exhibit 2.
 
 
 

 
CUSIP No.  G85347105
13G
Page 13 of 16
 
EXHIBIT 2

 
 

POWER OF ATTORNEY


KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Rolf Starck as the undersigned’s true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By:           /s/ Dr. Hubert Birner                        
Dr. Hubert Birner


 

 


Dated: March 19, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
CUSIP No.  G85347105
13G
Page 14 of 16
 
 
 
 
POWER OF ATTORNEY


KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Rolf Starck as the undersigned’s true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By:           /s/ Stefan Fischer                           
Stefan Fischer

 

 



Dated: March 19, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
CUSIP No.  G85347105
13G
Page 15 of 16
 
 
 
 
POWER OF ATTORNEY


KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Rolf Starck as the undersigned’s true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By:          /s/ Dr. Alexandra Goll                                                                                      
Dr. Alexandra Goll



 
 

 

Dated: March 19, 2013
























 
 
 
 

 
CUSIP No.  G85347105
13G
Page 16 of 16
 




POWER OF ATTORNEY


KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Rolf Starck as the undersigned’s true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By:          /s/ Helmut Schühsler                                                                 
Helmut Schühsler

 
 

 



Dated: March 19, 2013