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Filing Details

Accession Number:: 0000899243-19-027228
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-11-13 19:10:44
Reporting Period:: 2019-11-11

Accepted Time:: 2019-11-13 19:10:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1785173	89Bio Inc.	ETNB	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1568077	Tomer Kariv	14 Shenkar Street, Beit Ofek Herzliya Pituach L3 L3 46140	Yes	No	Yes	No
1726334	Ltd. (2015) G.p. 4 Management Pontifax	14 Shenkar Street, Beit Ofek Herzliya Pituach L3 L3 46140	No	No	Yes	No
1792890	Pontifax (Israel) V, L.p.	14 Shenkar Street, Beit Ofek Herzliya Pituach L3 L3 46140	No	No	Yes	No
1792891	Pontifax (China) V, L.p.	14 Shenkar Street, Beit Ofek Herzliya Pituach L3 L3 46140	No	No	Yes	No
1792892	L.p. G.p. 5 Pontifax	14 Shenkar Street, Beit Ofek Herzliya Pituach L3 L3 46140	No	No	Yes	No
1792893	Pontifax (Cayman) V, L.p.	14 Shenkar Street, Beit Ofek Herzliya Pituach L3 L3 46140	No	No	Yes	No
1793769	L.p. Fund Stage Late Pontifax	14 Shenkar Street, Beit Ofek Herzliya Pituach L3 L3 46140	No	No	Yes	No
1793770	Ltd. Gp Stage Late Pontifax	14 Shenkar Street, Beit Ofek Herzliya Pituach L3 L3 46140	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-11-11	250,000	$16.00	250,000	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2019-11-13	884,671	$0.00	1,134,671	No	4	C	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes
No	4	C	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2019-11-13	5,500,001	$0.00	884,671	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Footnotes

On November 11, 2019, Pontifax (Israel) V, L.P. purchased 134,390 shares of the Issuer's common stock, Pontifax (Cayman) V, L.P. purchased 35,897 shares of the Issuer's common stock, Pontifax (China) V, L.P. (collectively, the "Pontifax Entities") purchased 52,213 shares of the Issuer's common stock and Pontifax Late Stage Fund L.P. ("Late Stage L.P.") purchased 27,500 shares of the Issuer's common stock at a price of $16.00 per share in the Issuer's initial public offering.
The Series A Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-6.217 basis immediately prior the closing of the Issuer's initial public offering on November 13, 2019 and had no expiration date.
Includes (a) 134,390 shares held by Pontifax (Israel) V, L.P., (b) 35,897 shares held by Pontifax (Cayman) V, L.P., (c) 52,213 shares held by Pontifax (China) V, L.P. and (d) 27,500 shares held by Late Stage L.P.
Includes (a) 668,732 shares held by Pontifax (Israel) V, L.P., (b) 178,623 shares held by Pontifax (Cayman) V, L.P., (c) 259,816 shares held by Pontifax (China) V, L.P. and (d) 27,500 shares held by Late Stage L.P.
Includes (a) 534,342 shares held by Pontifax (Israel) V, L.P., (b) 142,726 shares held by Pontifax (Cayman) V, L.P. and (c) 207,603 shares held by Pontifax (China) V, L.P.
Pontifax 5 G.P. L.P. ("Pontifax 5 GP") is the general partner of each of the Pontifax Entities, and Pontifax Management 4 G.P. (2015) Ltd. ("Pontifax Management") is the general partner of Pontifax 5 GP. Mr. Tomer Kariv is one of two Managing Partners of Pontifax Management and, as a result, may be deemed to share voting and investment power with respect to the shares held by each of the Pontifax Entities. Mr. Kariv disclaims beneficial ownership of those shares held by the Pontifax Entities, except to the extent of his pecuniary interest therein. Late Stage L.P. invests side by side with Pontifax 5 GP pursuant to a Strategic Alliance Agreement with Pontifax 5 GP. Pontifax Late Stage GP Ltd. ("Late Stage GP") is the general partner of Late Stage L.P.
(Continued from footnote 6) and the sole shareholder of Late Stage GP is Mr. Shlomo Karako. By virtue of the strategic relationship, each of Pontifax 5 GP, Pontifax Management, Ran Nussbaum, and Tomer Kariv may be deemed to share voting and dispositive power with respect to the shares held by Late Stage L.P. in a manner similar to the voting and investment power with respect to the shares held by each of the Pontifax Entities. In that context, Mr. Kariv disclaims beneficial ownership of such shares, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.