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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,600,877 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,600,877(1)

Accession Number:: 0001193125-20-195553
Form Type:: 13D Filing
Publication Date:: 2020-07-20 17:00:59

Filed By:: Longitude Capital Partners Iii, Llc
Company:: 89Bio Inc. (NASDAQ:ETNB)
Filing Date:: 2020-07-20
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Longitude Capital Partners III	2,600,877	2,600,877	2,600,877	15.4%
Longitude Venture Partners III	2,600,877	2,600,877	2,600,877	15.4%
Patrick G. Enright	2,600,877	2,600,877	2,600,877	15.4%
Juliet Tammenoms Bakker	2,600,877	2,600,877	2,600,877	15.4%
Gregory Grunberg	2,600,877	2,600,877	2,600,877	15.4%

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

89BIO, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

282559103

(CUSIP Number)

Patrick G. Enright

Managing Member

Longitude Capital Partners III, LLC

2740 Sand Hill Road, 2nd Floor

Menlo Park, CA 94025

(650) 854-5700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 10, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

*	The remainder of this cover page shall be filled out for a reporting persons 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 on 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).

(Continued on following 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		SOURCE OF FUNDS (see instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

All 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, Juliet Tammenoms Bakker and Gregory Grunberg, a member of the Issuers board of directors, are each members of LCPIII and may each be deemed to share voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPIII.

(2)

Based on 16,852,244 shares of Common Stock outstanding as of July 10, 2020 (including the underwriters exercise in full of their option to purchase additional shares), as reported by the Issuer in its final prospectus dated July 7, 2020 and filed with the Securities and Exchange Commission (the Commission) on July 8, 2020 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


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		SOURCE OF FUNDS (see instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

All 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, Juliet Tammenoms Bakker and Gregory Grunberg, a member of the Issuers board of directors, are each members of LCPIII and may each be deemed to share voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPIII.

(2)

Based on 16,852,244 shares of Common Stock outstanding as of July 10, 2020 (including the underwriters exercise in full of their option to purchase additional shares), as reported by the Issuer in its final prospectus dated July 7, 2020 and filed with the Commission on July 8, 2020 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


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		SOURCE OF FUNDS (see instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

(2)

Based on 16,852,244 shares of Common Stock outstanding as of July 10, 2020 (including the underwriters exercise in full of their option to purchase additional shares), as reported by the Issuer in its final prospectus dated July 7, 2020 and filed with the Commission on July 8, 2020 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


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		SOURCE OF FUNDS (see instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

(2)

Based on 16,852,244 shares of Common Stock outstanding as of July 10, 2020 (including the underwriters exercise in full of their option to purchase additional shares), as reported by the Issuer in its final prospectus dated July 7, 2020 and filed with the Commission on July 8, 2020 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


1		NAMES OF REPORTING PERSONS Gregory Grunberg
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

(2)

Based on 16,852,244 shares of Common Stock outstanding as of July 10, 2020 (including the underwriters exercise in full of their option to purchase additional shares), as reported by the Issuer in its final prospectus dated July 7, 2020 and filed with the Commission on July 8, 2020 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.

Item 1. Security and Issuer.

This joint statement on Schedule 13D/A (this Statement) is filed with respect to the common stock, par value $0.001 per share (Common Stock), of 89Bio, Inc., a Delaware corporation (the Issuer). The address of the principal executive offices of the Issuer is 142 Sansome Street, 2nd Floor, San Francisco, CA 94104.

Item 2. Identity and Background.

(a) This Amendment No. 1 (Amendment) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the Commission) on November 21, 2019 (the Original Schedule 13D). This Statement 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 Patrick G. Enright (Enright), Juliet Tammenoms Bakker (Tammenoms Bakker and together with Enright, the Managing Members) and Gregory Grunberg (Grunberg and together with the Managing Members, the Reporting Individuals), a member of LCPIII and a member of the Issuers board of directors (the Board). The Reporting Entities and the Reporting Individuals are collectively referred to as the Reporting Persons. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act was attached to the Original Schedule 13D as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Persons pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended to add the following language:

On July 10, 2020, LVPIII purchased 109,090 shares of Common Stock for a purchase price of $27.50 per share and an aggregate purchase price of $2,999,975.00 (the Purchase) in the Issuers follow-on public offering (the Offering). Following the Purchase, LVPIII directly held an aggregate of 2,600,877 shares of Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended to add the following language:

In connection with the Offering, each of LVPIII and Grunberg has entered into a lock-up agreement, pursuant to which each such party agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuers securities held by them for 90 days following the date of the underwriting agreement for the Offering. The terms and provisions of such lock-up agreement are described more fully in the Issuers Registration Statement on Form S-1 (File No. 333-239688) declared effective by the Commission on July 7, 2020, and the above summary is qualified by reference to such description and the full text of the lock-up agreement, a form of which is filed as Exhibit 5 to this Statement and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.


Exhibit 5:		Form of Lock-Up Agreement for certain directors, officers and other stockholders of the Issuer (included as Exhibit A to the form of Underwriting Agreement filed as Exhibit 1.1 to the Issuers Registration Statement on Form S-1 as filed with the Commission on July 6, 2020 (SEC File No. 333-239688) and incorporated herein by reference).

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: July 20, 2020


LONGITUDE VENTURE PARTNERS III, L.P.

By:		LONGITUDE CAPITAL PARTNERS III, LLC
Its:		General Partner

By:		/s/ Patrick G. Enright
		Patrick G. Enright, Managing Member

LONGITUDE CAPITAL PARTNERS III, LLC

By:		/s/ Patrick G. Enright
		Patrick G. Enright, Managing Member

/s/ Patrick G. Enright
Patrick G. Enright

/s/ Juliet Tammenoms Bakker
Juliet Tammenoms Bakker

/s/ Gregory Grunberg
Gregory Grunberg