Filing Details

Accession Number:
0001140361-24-003710
Form Type:
13D Filing
Publication Date:
2024-01-24 19:00:00
Filed By:
Venbio Global Strategic Fund Iii, L.p.
Company:
Pharvaris N.v.
Filing Date:
2024-01-25
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 Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
venBio Global Strategic Fund III 0 3,547,504 0 3,547,504 3,547,504 6.8%
venBio Global Strategic GP III 0 3,547,504 0 3,547,504 3,547,504 6.8%
venBio Global Strategic GP III, Ltd 0 3,547,504 0 3,547,504 3,547,504 6.8%
Corey Goodman 0 4,382,504 0 4,382,504 4,382,504 8.4%
Robert Adelman 0 4,382,504 0 4,382,504 4,382,504 8.4%
Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Pharvaris N.V.
(Name of Issuer)

Ordinary shares, par value €0.12 per share
(Title of Class of Securities)

N69605108
(CUSIP Number)

David Pezeshki
venBio Partners, LLC
1700 Owens Street, Suite 595, San Francisco, CA 94158
(415) 800-0800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 6, 2023, January 24, 2024
(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*
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 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, as amended (“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. N69605108
 
Page 2of  8 Pages
1
NAMES OF REPORTING PERSONS
 
 
venBio Global Strategic Fund III, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,547,504
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,547,504
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,547,504
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.8%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

CUSIP No. N69605108
 
Page 3of  8 Pages
1
NAMES OF REPORTING PERSONS
 
 
venBio Global Strategic GP III, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,547,504
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,547,504
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,547,504
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.8%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

CUSIP No. N69605108
 
Page 4of  8 Pages
1
NAMES OF REPORTING PERSONS
 
 
venBio Global Strategic GP III, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,547,504
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,547,504
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,547,504
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.8%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

CUSIP No. N69605108
 
Page 5of  8 Pages
1
NAMES OF REPORTING PERSONS
 
 
Corey Goodman
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX 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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
4,382,504
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
4,382,504
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,382,504
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

CUSIP No. N69605108
 
Page 6of  8 Pages
1
NAMES OF REPORTING PERSONS
 
 
Robert Adelman
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX 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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
4,382,504
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
4,382,504
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,382,504
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
CUSIP No. N69605108
 
Page 7of  8 Pages
Item 1.
Security and Issuer

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
 
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to the Ordinary shares, par value €0.12 per share (the “Common Shares”), of Pharvaris N.V. (the “Issuer”), whose principal executive offices are located at Emmy Noetherweg 2, 2333 BK Leiden, The Netherlands. This Amendment No. 3 amends and supplements the original statement on Schedule 13D filed by the Reporting Persons and Aaron Royston with the Securities and Exchange Commission (the “SEC”) on February 19, 2021, Amendment No. 1 filed by the Reporting Persons with the SEC on September 26, 2022 and Amendment No. 2 filed by the Reporting Persons with the SEC on June 21, 2023 (together with this Amendment No. 3, the “Schedule 13D”). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the original Schedule 13D.
 
Item 3.
Interest in Securities of the Issuer

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
 
On December 6, 2023, venBio Global Strategic Fund IV, L.P. (the “Fund IV”) purchased an aggregate 835,000 Common Shares at a price of $24.00 per Common Share in the Issuer’s follow-on underwritten offering that closed on December 8, 2023, using its working capital.

Item 5.
Interest in Securities of the Issuer

Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:

(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 52,108,675 Common Shares expected to be outstanding upon closing of the Issuer’s follow-on underwritten offering on December 8, 2023, as reported in the Issuer’s prospectus supplement on Form 424B5 filed with the SEC on December 7, 2023 and the Issuer’s current report on Form 6-K filed with the SEC on December 8, 2023.

Fund III directly holds 3,547,504 Common Shares. As the sole general partner of Fund III, General Partner III may be deemed to beneficially own the Common Shares held by Fund III. As the sole general partner of General Partner III, GP Ltd. III may be deemed to beneficially own the Common Shares held by Fund III. As directors of GP Ltd. III, each of the Directors may be deemed to beneficially own the Common Shares held by Fund III.

Fund IV directly holds 835,000 Common Shares. The general partner of Fund IV is venBio Global Strategic GP IV, LLC (“GP LLC IV”), of which each of the Directors serves as a member. As members of GP LLC IV, each of the Directors may be deemed to beneficially own the Common Shares held by Fund IV.

(c) The response to Item 3 of this Amendment No. 3 is incorporated herein by reference. In addition, Exhibit 99.5 to this Amendment No. 3 sets forth all other transactions with respect to the Common Shares effected since the filing of Amendment No. 2.

Item 7.
Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
 
Schedule of Transactions, in response to Item 5(c).
 
CUSIP No. N69605108
 
Page 8of  8 Pages
SIGNATURES

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: January 24, 2024
   
 
VENBIO GLOBAL STRATEGIC FUND III, L.P.
 
       
 
By:
VENBIO GLOBAL STRATEGIC GP III, L.P.
General Partner
 
       
 
By:
VENBIO GLOBAL STRATEGIC GP III, LTD.
General Partner
 
       
 
By:
*
 
 
Title:
Director
 
 
By:
*
 
 
Title:
Director
 
 
By:
*
 
 
Title:
Director
 
       
 
VENBIO GLOBAL STRATEGIC GP III, L.P.
 
     
 
By:
VENBIO GLOBAL STRATEGIC GP III, LTD.
General Partner
 
       
 
By:
*
 
 
Title:
Director
 
 
By:
*
 
 
Title:
Director
 
 
By:
*
 
 
Title:
Director
 
       
 
VENBIO GLOBAL STRATEGIC GP III, LTD.
 
     
 
By:
*
 
 
Title:
Director
 
 
By:
*
 
 
Title:
Director
 
 
By:
*
 
 
Title:
Director
 
       
   
*
 
   
Corey Goodman
 
       
   
*
 
   
Robert Adelman
 
       
   
By:
/s/ David Pezeshki
 
     
David Pezeshki
 
     
As attorney-in-fact
 

This Schedule 13D was executed by David Pezeshki on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 99.2.