Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Albireo Pharma, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Titles of Class of Securities)
01345P106
(CUSIP Number)
Michael LaGatta
Vice President
TPG Global, LLC
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
(817) 871-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 28, 2019
(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 §240.13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
____________
*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 (“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. 01345P106 | SCHEDULE 13D | Page 2 of 7 Pages | ||
| 1 |
NAMES OF REPORTING PERSONS TPG Group Holdings (SBS) Advisors, Inc. | ||
| 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) OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER -0- | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 566,381 (See Items 3, 4 and 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER -0- | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 566,381 (See Items 3, 4 and 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 566,381 (See Items 3, 4 and 5) | ||
| 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) 4.5% (See Item 5)* | ||
| 14 |
TYPE OF REPORTING PERSON CO | ||
| * | The calculation assumes that there is a total of 12,685,326 shares of Common Stock (as defined below) outstanding as of August 1, 2019, as reported in the Quarterly Report on Form 10-Q filed by the Issuer (as defined below) with the Securities and Exchange Commission (the “Commission”) on August 8, 2019. |
CUSIP No. 01345P106 |
SCHEDULE 13D | Page 3 of 7 Pages |
| 1 |
NAMES OF REPORTING PERSONS David Bonderman | ||
| 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) OO (See Item 3) | ||
| 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 | 7 |
SOLE VOTING POWER -0- | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 566,381 (See Items 3, 4 and 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER -0- | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 566,381 (See Items 3, 4 and 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 566,381 (See Items 3, 4 and 5) | ||
| 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) 4.5% (See Item 5)* | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| * | The calculation assumes that there is a total of 12,685,326 shares of Common Stock outstanding as of August 1, 2019, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 8, 2019. |
| CUSIP No. 01345P106 | SCHEDULE 13D | Page 4 of 7 Pages |
.
| 1 | NAMES OF REPORTING PERSONS James G. Coulter | ||
| 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) OO (See Item 3) | ||
| 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 | 7 |
SOLE VOTING POWER -0- | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 566,381 (See Items 3, 4 and 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER -0- | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 566,381 (See Items 3, 4 and 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 566,381 (See Items 3, 4 and 5) | ||
| 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) 4.5% (See Item 5)* | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| * | The calculation assumes that there is a total of 12,685,326 shares of Common Stock outstanding as of August 1, 2019, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 8, 2019. |
This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on November 14, 2016 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the common stock (“Common Stock”) of Albireo Pharma, Inc. (the “Issuer”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background.
This Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:
“Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG Biotechnology GenPar II Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Biotechnology GenPar II L.P., a Delaware limited partnership, which is the general partner of each of (i) TPG Biotechnology Partners II, L.P., a Delaware limited partnership (“TPG Biotech II”), which directly holds 414,448 shares of Common Stock, and (ii) TPG Biotech II Reinvest AIV, L.P., a Delaware limited partnership (“TPG Biotech II Reinvest” and, together with TPG Biotech II, the “TPG Funds”), which directly holds 151,933 shares of Common Stock. Because of Group Advisors’ relationship to the TPG Funds, Group Advisors may be deemed to beneficially own the shares of Common Stock held by the TPG Funds.”
Item 4. Purpose of Transaction.
This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following after the paragraph titled “Board of Directors”:
“October 2019 Sale
On October 28, 2019, the TPG Funds sold an aggregate of 150,000 shares of Common Stock at a price per share (net of commission) of $17.86 (the “October 2019 Sale”).”
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates the second and third paragraphs of Item 5 of the Original Schedule 13D in their entirety as set forth below:
“(a)-(b) The following sentence assumes that there is a total of 12,685,326 shares of Common Stock outstanding as of August 1, 2019, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 8, 2019.
Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 566,381 shares of Common Stock, which constitutes approximately 4.5% of the outstanding shares of Common Stock.”
This Amendment amends and restates the sixth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“(e) As a result of the October 2019 Sale, on October 28, 2019 the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock.”
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: October 30, 2019
TPG Group Holdings (SBS) Advisors, Inc.
By: /s/ Michael LaGatta
Name: Michael LaGatta
Title: Vice President
David Bonderman
By: /s/ Bradford Berenson
Name: Bradford Berenson, on behalf of David Bonderman (1)
James G. Coulter
By: /s/ Bradford Berenson
Name: Bradford Berenson, on behalf of James G. Coulter (2)
(1) Bradford Berenson is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC File No. 005-90172).
(2) Bradford Berenson is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Coulter on April 2, 2018 (SEC File No. 005-90172).
INDEX TO EXHIBITS
- Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (incorporated by reference to Exhibit 1 to Schedule 13G filed with the Commission on February 14, 2011 by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter).
- Amended and Restated Exchange Agreement, dated as of July 13, 2016, by and among Biodel Inc., Albireo Limited and the Sellers listed on Schedule I thereto (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on July 13, 2016).