Filing Details

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Names of Reporting Persons

Frazier Healthcare VII, L.P.

Check the Appropriate Box if a Member of a Group (see instructions)

(a) ☐ (b) ☒

SEC USE ONLY

Citizenship or Place of Organization

Delaware

Accession Number:: 0001193125-18-236943
Form Type:: 13G Filing
Publication Date:: 2018-08-02 20:20:04

Filed By:: Frazier Healthcare Vii, L.p.
Company:: Nabriva Therapeutics Plc (NASDAQ:NBRV)
Filing Date:: 2018-08-03
SEC Url:: 13G 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
Frazier Healthcare VII	3,122,540	3,122,540	3,122,540	4.7%
Frazier Healthcare VII-A	889,834	889,834	889,834	1.3%
FHM VII	4,012,374	4,012,374	4,012,374	6.0%
FHM VII, L.L. C	4,012,374	4,012,374	4,012,374	6.0%
James Topper	4,012,374	4,012,374	4,012,374	6.0%
Patrick Heron	4,012,374	4,012,374	4,012,374	6.0%
Alan Frazier	4,012,374	4,012,374	4,012,374	6.0%
Nader Naini	4,012,374	4,012,374	4,012,374	6.0%
Brian Morfitt	4,012,374	4,012,374	4,012,374	6.0%
Nathan Every	4,012,374	4,012,374	4,012,374	6.0%

Filing

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Nabriva Therapeutics plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G63637105

(CUSIP Number)

July 24, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No. G63637105

(1)

Consists of 3,122,540Ordinary Shares held directly by Frazier Healthcare VII, L.P. FHM VII, L.P. is the general partner of Frazier Healthcare VII, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII, L.P.

(2)	Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuers public offering as set forth in the Issuers final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.


CUSIP No. G63637105

(1)

Consists of 889,834 Ordinary Shares held directly by Frazier Healthcare VII-A, L.P. FHM VII, L.P. is the general partner of Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VII-A, L.P.

(2)	Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuers public offering as set forth in the Issuers final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.


CUSIP No. G63637105

(1)

Consists of 3,122,540Ordinary Shares held directly by Frazier Healthcare VII, L.P. and 889,834 Ordinary Shares held directly by Frazier Healthcare VII-A, L.P (collectively, the FH Shares). FHM VII, L.P. is the general partner of both Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. and FHM VII, L.L.C. is the general partner of FHM VII, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper, Nathan Every, and Brian Morfitt are the members of FHM VII, L.L.C. and therefore share voting and investment power over the FH Shares.

(2)	Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuers public offering as set forth in the Issuers final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.


CUSIP No. G63637105

(1)

(2)	Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuers public offering as set forth in the Issuers final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.


CUSIP No. G63637105

(1)

(2)	Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuers public offering as set forth in the Issuers final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.


CUSIP No. G63637105

(1)

(2)	Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuers public offering as set forth in the Issuers final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.


CUSIP No. G63637105

(1)

(2)	Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuers public offering as set forth in the Issuers final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.


CUSIP No. G63637105

(1)

(2)	Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuers public offering as set forth in the Issuers final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.


CUSIP No. G63637105

(1)

(2)	Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuers public offering as set forth in the Issuers final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.


CUSIP No. G63637105

(1)

(2)	Based on 66,484,159 Ordinary Shares that were anticipated to be outstanding following the Issuers public offering as set forth in the Issuers final prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 27, 2018.


Item 1(a).	Name of Issuer: Nabriva Therapeutics plc

Item 1(b).	Address of Issuers Principal Executive Offices: 25-28 North Quay, Dublin 1, Ireland

Item 2(a).	Name of Person Filing: The entities and persons filing this statement (collectively, the Reporting Persons) are: Frazier Healthcare VII, L.P. (FH-VII) Frazier Healthcare VII-A, L.P. (FH-VIIA) FHM VII, L.P. (FHM-VII L.P.) FHM VII, L.L.C. (FHM-VII LLC) James Topper (Topper) Patrick Heron (Heron) Alan Frazier (Frazier) Nader Naini (Naini) Nathan Every (Every) Brian Morfitt (Morfitt and together with Topper, Heron, Frazier, Naini and Every, the Members)

Item 2(b).	Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Persons is: c/o Frazier Healthcare Partners 601 Union Street, Suite 3200 Seattle, Washington 98101

Item 2(c).	Citizenship:

	Entities:	FH-VII FH-VIIA FHM-VII L.P. FHM-VII LLC	- Delaware, U.S.A. - Delaware, U.S.A. - Delaware, U.S.A. - Delaware, U.S.A.

	Individuals:	Topper Heron Frazier Naini Every Morfitt	- United States Citizen - United States Citizen - United States Citizen - United States Citizen - United States Citizen - United States Citizen

Item 2(d).	Title of Class of Securities: Ordinary Shares

Item 2(e).	CUSIP Number: G63637105

Item 3.	If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)	☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐ Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

(d)	☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class: See Row 11 of cover page for each Reporting Person

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of a Group

Not applicable.

Item 10.

Certification

Not applicable.

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.


Date: August 2, 2018	FRAZIER HEALTHCARE VII, L.P.
	By FHM VII, L.P., its general partner
	By FHM VII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 2, 2018	FRAZIER HEALTHCARE VII-A, L.P.
	By FHM VII, L.P., its general partner
	By FHM VII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 2, 2018	FHM VII, L.P.
	By FHM VII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 2, 2018	FHM VII, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 2, 2018	By:	*
		James Topper

Date: August 2, 2018	By:	*
		Patrick Heron

Date: August 2, 2018	By:	*
		Nader Naini

Date: August 2, 2018	By:	*
		Nathan Every

Date: August 2, 2018	By:	*
		Brian Morfitt


Date: August 2, 2018	*By:	/s/ Steve R. Bailey
		Steve R. Bailey, as Attorney-in-Fact

This Schedule 13G was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on March 29, 2016.

Exhibit Index

Exhibit A - Agreement regarding filing of joint Schedule 13G.