Filing Details

CUSIP No.     62957M104

13G

Page 2 of 12

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	venBio Global Strategic Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			117,787
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			117,787
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	117,787
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

 

 

 

 

 

(a)

Amount Beneficially Owned: The Fund may be deemed to beneficially own 117,787 shares of Common Shares, nominal value €1.00 per share of the Issuer (the "venBio Shares") represented by 1,177,870 American Depositary Shares of the Issuer ("ADS"), each ADS representing one tenth (1/10) of a Common Share.  As the sole general partner of the Fund, the General Partner may be deemed to own beneficially the venBio Shares.  As the sole general partner of the General Partner, the GP Ltd. likewise may be deemed to own beneficially the venBio Shares.  As directors of the GP Ltd., each of the Directors likewise may be deemed to own beneficially the venBio Shares.

(b)

Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheet for each Reporting Person are calculated based on 2,116,778 shares of Common Stock reported by the Issuer to be outstanding as of December 31, 2015 in the Issuer's Form 6-K as filed with the Securities and Exchange Commission on April 27, 2016 and as adjusted pursuant to Rule 13d-3(1).

(c)

Number of shares as to which such 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 securities except for the shares, if any, such Reporting Person holds of record.

 

Not applicable.

 

Not applicable.

 

 

Not applicable.

 

Not applicable.  The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).

 

Not applicable.

 

 

 

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 § 240.14a-11.

 

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

VENBIO GLOBAL STRATEGIC FUND, L.P.

By:	VENBIO GLOBAL STRATEGIC GP, L.P.

General Partner

By:

venBio Global Strategic GP, Ltd.

General Partner

Director

VENBIO GLOBAL STRATEGIC GP, L.P.

By:	VENBIO GLOBAL STRATEGIC GP, LTD.

General Partner

 

Director

VENBIO GLOBAL STRATEGIC GP, LTD.

 

*

Robert Adelman

*

Corey Goodman

 

 

 

	*By:	/s/ Scott Epstein
		Scott Epstein
		As attorney-in-fact

       

This Schedule 13G was executed by Scott Epstein on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

 

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 stock of Nabriva Therapeutics AG.

EXECUTED this 29th day of April, 2016.

This Agreement was executed by Scott Esptein on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

 

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Scott Epstein his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer, member or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9^th day of February, 2015.

 

/s/ Corey Goodman

Corey Goodman