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, $0.01 par value per share

(Title of Class of Securities)

G85347105

(CUSIP Number)

October 31, 2018

(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 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 8 Pages

 

  1.    

NAMES OF REPORTING PERSONS

 

Longitude Capital Partners III, LLC

  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

 

4,200,000 (1)

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

4,200,000 (1)

  9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,200,000 (1)

10.  

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

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.9% (2)

12.  

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

(1)

All such shares are held of record by LVPIII (as defined in Item 2(a) below). LCPIII (as defined in Item 2(a) below) is the general partner of LVPIII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPIII and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)

Based on 47,185,048 Ordinary Shares outstanding as of October 29, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on October 31, 2018.


CUSIP No. G85347105   13G   Page 3 of 8 Pages

 

  1.    

NAMES OF REPORTING PERSONS

 

Longitude Venture Partners III, 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

 

4,200,000 (1)

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

4,200,000 (1)

  9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,200,000 (1)

10.  

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

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.9% (2)

12.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

 

(1)

All such shares are held of record by LVPIII. LCPIII is the general partner of LVPIII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPIII and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)

Based on 47,185,048 Ordinary Shares outstanding as of October 29, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on October 31, 2018.


CUSIP No. G85347105   13G   Page 4 of 8 Pages

 

  1.    

NAMES OF REPORTING PERSONS

 

Juliet Tammenoms Bakker

  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

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.     

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

4,200,000 (1)

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

4,200,000 (1)

  9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,200,000 (1)

10.  

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

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.9% (2)

12.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

 

(1)

All such shares are held of record by LVPIII. LCPIII is the general partner of LVPIII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPIII and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)

Based on 47,185,048 Ordinary Shares outstanding as of October 29, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on October 31, 2018.


CUSIP No. G85347105   13G   Page 5 of 8 Pages

 

  1.    

NAMES OF REPORTING PERSONS

 

Patrick G. Enright

  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

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.     

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

4,200,000 (1)

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

4,200,000 (1)

  9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,200,000 (1)

10.  

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

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.9% (2)

12.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

 

(1)

All such shares are held of record by LVPIII. LCPIII is the general partner of LVPIII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPIII and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)

Based on 47,185,048 Ordinary Shares outstanding as of October 29, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on October 31, 2018.


CUSIP No. G85347105   13G   Page 6 of 8 Pages

 

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 Filing:

This joint statement on Schedule 13G is being filed by Longitude Venture Partners III, L.P. (“LVPIII”), Longitude Capital Partners III, LLC (“LCPIII” and together with LVPIII, the “Reporting Entities”) and Juliet Tammenoms Bakker (“Tammenoms Bakker”) and Patrick G. Enright (“Enright” and together with Tammenoms Bakker, the “Managing Members”). The Reporting Entities and the Managing Members collectively are referred to as the “Reporting Persons”.

 

Item 2(b)

Address of Principal Business Office, or if None, Residence:

The address of the principal business office of each Reporting Person is 2740 Sand Hill Road, Second Floor, Menlo Park, California 94025.

 

Item 2(c).

Citizenship:

LCPIII is a limited liability company organized under the laws of the State of Delaware. LVPIII is a limited partnership organized under the laws of the State of Delaware. Each of the Managing Members is a citizen of the United States of America.

 

Item 2(d).

Title of Class of Securities:

Ordinary shares, $0.01 par value per share (“Ordinary Shares”).

 

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.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person. LVPIII is the record owner of the 4,200,000 Ordinary Shares (the “LVPIII Shares”). As the general partner of LVPIII, LCPIII may be deemed to beneficially own the LVPIII Shares. As the managing members of LCPIII, each of the Managing Members also may be deemed to beneficially own the LVPIII Shares.

 

  (b)

Percent of class:

See Row 11 of the 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 the cover page for each Reporting Person.*

 

  (ii)

Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person.*


CUSIP No. G85347105   13G   Page 7 of 8 Pages

 

  (iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person.*

 

  (iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person.*

 

*

Except to the extent of his, her or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such Ordinary Shares, 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.

Under certain circumstances set forth in the limited partnership agreement of LVPIII and the limited liability company agreement of LCPIII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

 

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 the Group.

Not applicable.

 

Item 10.

Certifications.

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 Rule 14a-11 promulgated under the Act.

Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement.


CUSIP No. G85347105   13G   Page 8 of 8 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.

Dated: November 9, 2018

 

LONGITUDE VENTURE PARTNERS III, L.P.
By: Longitude Capital Partners III, LLC
Its: General Partner
By:  

/s/ Patrick G. Enright

  Patrick G. Enright
Its:   Managing Member
LONGITUDE CAPITAL PARTNERS III, LLC
By:  

/s/ Patrick G. Enright

  Patrick G. Enright
Its:   Managing Member

/s/ Patrick G. Enright

Patrick G. Enright

/s/ Juliet Tammenoms Bakker

Juliet Tammenoms Bakker
EX-99.1

Exhibit 1

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 him, her or 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 he, she or 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.

Dated: November 9, 2018

 

LONGITUDE VENTURE PARTNERS III, L.P.
By: Longitude Capital Partners III, LLC
Its: General Partner
By:  

/s/ Patrick G. Enright

  Patrick G. Enright
Its:   Managing Member
LONGITUDE CAPITAL PARTNERS III, LLC
By:  

/s/ Patrick G. Enright

  Patrick G. Enright
Its:   Managing Member

/s/ Patrick G. Enright

Patrick G. Enright

/s/ Juliet Tammenoms Bakker

Juliet Tammenoms Bakker