Sec Form 13G Filing - Bain Capital Life Sciences Fund L.P. filing for PHARVARIS N V REGISTERED (PHVS) - 2021-02-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No.     )

PHARVARIS N.V.

(Name of Issuer)

Ordinary shares, €0.12

par value per share

(Title of Class of Securities)

N696051080

(CUSIP Number)

February 9, 2021

(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 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).

The name of the issuer to which this filing on Schedule 13G relates is Pharvaris N.V. (the “Issuer”).

The principal executive offices of the Issuer are located at J.H. Oortweg 21, 2333 CH Leiden, the Netherlands.

This Schedule 13G is being filed jointly by Bain Capital Life Sciences Fund, L.P., a Cayman exempted limited partnership (“BCLS”), and BCIP Life Sciences Associates, LP, a Delaware limited partnership (“BCIPLS” and, together with BCLS, the “Reporting Persons”).

Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company (“BCLSI”), whose managers are Jeffrey Schwartz and Adam Koppel, is the general partner of Bain Capital Life Sciences Partners, LP, a Cayman exempted limited partnership (“BCLSP”), which is the general partner of BCLS.

Boylston Coinvestors, LLC, a Delaware limited liability company (“Boylston”), is the general partner of BCIPLS. BCLSI governs the investment strategy and decision-making process with respect to investments held by BCIPLS.

As a result, each of BCLSI, Mr. Schwartz and Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 19, 2021, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.

The principal business address of each of the Reporting Persons, BCLSI, BCLSP, Boylston, Mr. Schwartz and Dr. Koppel is 200 Clarendon Street, Boston, Massachusetts 02116.

BCLS and BCLSP are each organized under the laws of the Cayman Islands. BCIPLS, BCLSI and Boylston are each organized under the laws of the State of Delaware. Mr. Schwartz and Dr. Koppel are citizens of the United States.

The class of securities of the Issuer to which this Schedule 13G relates is ordinary shares, €0.12 par value per share (“Ordinary Shares”).

The CUSIP number of the Ordinary Shares is N696051080.

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

(a) Amount beneficially owned:

As of the date hereof, BCLS holds 2,885,266 Ordinary Shares, representing approximately 9.1% of the Issuer’s outstanding Ordinary Shares, and BCIPLS holds 295,335 Ordinary Shares, representing approximately 0.9% of the Issuer’s outstanding Ordinary Shares.

As a result of the foregoing and the relationships described in Item 2(a), the Reporting Persons may be deemed to collectively beneficially own an aggregate of 3,180,601 Ordinary Shares, representing approximately 9.9% of the Issuer’s outstanding Ordinary Shares.

The percentage of the Issuer’s outstanding Ordinary Shares held by the Reporting Persons is based on 31,839,776 Ordinary Shares issued and outstanding immediately following the closing of the Issuer’s initial public offering on February 9, 2021, as reported by the Issuer in its Prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on February 8, 2021.

(b) Percent of class:

See Item 4(a) hereof.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

0 Ordinary Shares

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

0 Ordinary Shares

(iv) Shared power to dispose or to direct the disposition of:

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct.

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF

SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.