Sec Form 13G Filing - venBio Global Strategic Fund II L.P. filing for Harmony Biosciences Holdings Inc. (HRMY) - 2022-02-14

Item 1(a).

Name of Issuer

Item 1(b).

Address of Issuer’s Principal Executive Offices

Item 2(a).

Names of Persons Filing

i)

venBio Global Strategic Fund II, L.P. (“Fund II”);

ii)

venBio Global Strategic GP II, L.P. (“General Partner II”);

iii)

venBio Global Strategic GP II, Ltd. (“GP Ltd. II”);

iv)

Robert Adelman (“Mr. Adelman”); and

v)

Corey Goodman (“Mr. Goodman”).

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

Item 2(d).

Title of Class of Securities

Item 2(e).

CUSIP Number

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:

Item 4.

Ownership

Item 4(a)

Amount Beneficially Owned

Item 4(b)

Percent of Class

(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.

Item 5.

Ownership of Five Percent or Less of a Class

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Item 7.

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

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

	VENBIO GLOBAL STRATEGIC FUND II, L.P.
	By:	VENBIO GLOBAL STRATEGIC GP II, L.P.
		General Partner
	By:	venBio Global Strategic GP II, Ltd.
		General Partner
	By:	*
		Director

	VENBIO GLOBAL STRATEGIC GP II, L.P.
	By:	VENBIO GLOBAL STRATEGIC GP II, LTD.
		General Partner
	By:	*
		Director

	VENBIO GLOBAL STRATEGIC GP II, LTD.
	By:	*
		Director
	*
	Robert Adelman
	*
	Corey Goodman
	*By:	/s/ David Pezeshki
		David Pezeshki
		As attorney-in-fact

Ex.		Page No.
1	Joint Filing Agreement	11
2	Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.	12

	VENBIO GLOBAL STRATEGIC FUND II, L.P.
	By:	VENBIO GLOBAL STRATEGIC GP II, L.P.
		General Partner
	By:	venBio Global Strategic GP II, Ltd.
		General Partner
	By:	*
		Director

	VENBIO GLOBAL STRATEGIC GP II, L.P.
	By:	VENBIO GLOBAL STRATEGIC GP II, LTD.
		General Partner
	By:	*
		Director

	VENBIO GLOBAL STRATEGIC GP II, LTD.
	By:	*
		Director
	*
	Robert Adelman
	*
	Corey Goodman
	*By:	/s/ David Pezeshki
		David Pezeshki
		As attorney-in-fact

< div style="text-align: right;color: rgb(0, 0, 0);font-weight: bold">EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David Pezeshki 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 10th day of February, 2017.

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