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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 7/8/20 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1785173 |
| Issuer Name: 89bio, Inc. |
| Issuer Trading Symbol: ETNB |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1346824 |
| | Owner Name: RA CAPITAL MANAGEMENT, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 200 BERKELEY STREET, 18TH FLOOR |
| | Owner Street 2: |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1315082 |
| | Owner Name: RA Capital Healthcare Fund LP |
| Reporting Owner Address: |
| | Owner Street 1: C/O RA CAPITAL MANAGEMENT, L.P. |
| | Owner Street 2: 200 BERKELEY STREET, 18TH FLOOR |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1384859 |
| | Owner Name: Kolchinsky Peter |
| Reporting Owner Address: |
| | Owner Street 1: C/O RA CAPITAL MANAGEMENT, L.P. |
| | Owner Street 2: 200 BERKELEY STREET, 18TH FLOOR |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1619841 |
| | Owner Name: Shah Rajeev M. |
| Reporting Owner Address: |
| | Owner Street 1: C/O RA CAPITAL MANAGEMENT, L.P. |
| | Owner Street 2: 200 BERKELEY STREET, 18TH FLOOR |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 7/8/20 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 275,000 |
| | | Transaction Price Per Share: |
| Value: 27.50 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,436,214 |
| Footnote ID: F1 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnotes: |
| Footnote - F1: These securities include 2,591,192 shares held by RA Capital Healthcare Fund, L.P. (the "Fund"), 509,658 shares held by a separately managed account ("the Account"), and 335,364 shares held by RA Capital Nexus Fund, L.P. ("the Nexus Fund"). |
| Footnote - F2: RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Account, and the Nexus Fund. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. |
| Footnote - F3: The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"). They disclaim beneficial ownership of any of the reported securities for the purpose of determining whether they are subject to Section 16 of the Act, however, in reliance on Rule 16a-1(a)(1)(v) and (vii). To the extent that they might be deemed subject to Section 16, they disclaim beneficial ownership of securities held by the Fund or the Nexus Fund for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein, and disclaim any pecuniary interest in securities held in the Account for purposes of Rule 16a-1(a)(2). |
| Footnote - F4: The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim any obligation to file reports under Section 16 other than as a director by deputization. |
| Owner Signature: |
| Signature Name: /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. |
| Signature Date: 7/10/20 |
| Owner Signature: |
| Signature Name: /s/ Peter Kolchinsky, Manager of RA Capital Healthcare GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. |
| Signature Date: 7/10/20 |
| Owner Signature: |
| Signature Name: /s/ Peter Kolchinsky, individually |
| Signature Date: 7/10/20 |
| Owner Signature: |
| Signature Name: /s/ Rajeev Shah, individually |
| Signature Date: 7/10/20 |
