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RA Capital Healthcare Fund LP, et al. – ‘4’ for 2/9/23 re: 89bio, Inc.

On:  Monday, 4/15/24, at 4:15pm ET   ·   For:  2/9/23   ·   As:  Director and 10% Owner   ·   Accession #:  1415889-24-10810   ·   File #:  1-39122

Previous ‘4’:  ‘4’ on 4/15/24 for 4/11/24   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/15/24  RA Capital Healthcare Fund LP     4          Dir.,%Own.  1:16K  89bio, Inc.                       SEC Connect
          Ra Capital Management, L.P.
          Kolchinsky Peter
          Shah Rajeev M.
          RA Capital Nexus Fund, L.P.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     15K 
                Securities by an Insider --                                      
                form4-04152024_040406.xml/5.8


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider — form4-04152024_040406.xml/5.8
 

The SEC has not released XSLT Stylesheets needed to render this File’s XML Data as a Form.

This is our “Plain Text” rendering:
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0508
Document Type:  4
Period of Report:  2/9/23
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:  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:  1780117
Owner Name:  RA Capital Nexus Fund, 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:  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?  Yes
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?  Yes
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Officer Title:
Other Text:
Aff 10b5 One:  0
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  4/11/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  X
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  1,408,450
Transaction Price Per Share:
Value:  5.325
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  13,840,034
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  See Footnotes
Footnote ID:  F1
Footnote ID:  F2
Non-Derivative Holding:
Security Title:
Value:  Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  335,364
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  See Footnotes
Footnote ID:  F2
Footnote ID:  F3
Derivative Table:
Derivative Transaction:
Security Title:
Value:  Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  14.7
Transaction Date:
Value:  2/9/23
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  27,400
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F4
Expiration Date:
Value:  2/9/33
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  27,400
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  27,400
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  See footnotes
Footnote ID:  F2
Footnote ID:  F5
Derivative Transaction:
Security Title:
Value:  Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  9.98
Transaction Date:
Value:  2/1/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  45,150
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F6
Expiration Date:
Value:  2/1/34
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  45,150
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  45,150
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  See footnotes
Footnote ID:  F2
Footnote ID:  F5
Derivative Transaction:
Security Title:
Value:  Warrants (Right to Buy)
Conversion or Exercise Price:
Value:  5.325
Transaction Date:
Value:  4/11/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  X
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  2,816,900
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Value:  7/1/22
Expiration Date:
Value:  7/1/24
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  1,408,450
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  See footnotes
Footnote ID:  F1
Footnote ID:  F2
Footnotes:
Footnote - F1:  Held directly by the RA Capital Healthcare Fund, L.P. (the "Fund").
Footnote - F2:  RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and RA Capital Nexus Fund, L.P. (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. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
Footnote - F3:  Held directly by the Nexus Fund.
Footnote - F4:  This option represents a right to purchase a total of 27,400 shares of the Issuer's Common Stock, which vested in full on February 9, 2024.
Footnote - F5:  Under Dr. DiRocco's arrangement with the Adviser, Dr. DiRocco holds the option for the benefit of the Fund and the Nexus Fund. Dr. DiRocco is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
Footnote - F6:  This option represents a right to purchase a total of 45,150 shares of the Issuer's Common Stock, which will vest in full on February 1, 2025, subject to Dr. Derek DiRocco's continuous service to the Issuer through such date.
Remarks:  Dr. Derek DiRocco, a Partner of the Adviser, serves on the Issuer's board of directors. The grants of the stock options reported herein were timely reported by Dr. DiRocco on Forms 4 filed by Dr. DiRocco on February 13, 2023 and February 5, 2024; however, the grants were inadvertently not reported by the Reporting Persons by virtue of an administrative error.
Owner Signature:
Signature Name:  /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Signature Date:  4/15/24
Owner Signature:
Signature Name:  /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P.
Signature Date:  4/15/24
Owner Signature:
Signature Name:  /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC the General Partner of RA Capital Nexus Fund, L.P.
Signature Date:  4/15/24
Owner Signature:
Signature Name:  /s/ Peter Kolchinsky, individually
Signature Date:  4/15/24
Owner Signature:
Signature Name:  /s/ Rajeev Shah, individually
Signature Date:  4/15/24


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