Sec Form 13G Filing - Medicxi Growth I LP @ Phathom Pharmaceuticals Inc.

Sec Form 13G Filing - Medicxi Growth I LP filing for Phathom Pharmaceuticals Inc. (PHAT) - 2020-02-10

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 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Phathom Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

71722W107

(CUSIP Number)

December 31, 2019

(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 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 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. 71722W107		SCHEDULE 13G		Page 2 of 10 Pages

(1)	Based on 24,526,537 shares of common stock (“Common Stock”) outstanding as of November 23, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019, filed with the Securities and Exchange Commission on November 25, 2019.


CUSIP No. 71722W107		SCHEDULE 13G		Page 3 of 10 Pages


CUSIP No. 71722W107		SCHEDULE 13G		Page 4 of 10 Pages


CUSIP No. 71722W107		SCHEDULE 13G		Page 5 of 10 Pages


CUSIP No. 71722W107		SCHEDULE 13G		Page 6 of 10 Pages


Item 1.		Issuer

	(a)	Name of Issuer:

		Phathom Pharmaceuticals, Inc. (the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices:

		2150 E. Lake Cook Road Suite 800 Buffalo Grove, IL 60089

Item 2.		Filing Person

	(a) – (c)	Name of Persons Filing; Address; Citizenship:

		(i) Medicxi Growth I LP (“Growth I”); (ii) Medicxi Growth Co-Invest I LP (“Growth Co-Invest I”); (iii) Medicxi Growth I GP Limited (“Growth I GP”), which is the sole general partner of Growth I and Growth Co-Invest I; (iv) Medicxi Ventures Management (Jersey) Limited (“Manager”), which is appointed by Growth I GP as the manager of Growth I and Growth Co-Invest I.

		The address of the principal business office of each of the Reporting Persons is Nick McHardy c/o Intertrust Fund Services (Jersey) Limited, 44 Esplanade, St. Helier, Jersey JE4 9WG. Each of Growth I and Growth Co-Invest I is a Jersey limited partnership. Each of Growth I GP and Manager is a Jersey limited liability company.

	(d)	Title of Class of Securities:

		Common stock, par value $0.0001 per share

	(e)	CUSIP Number: 71722W107

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the per son filing is a:

	(a)	☐	Broker or dealer registered under Section 15 of the Act;

	(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

	(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)	☐	A parent holding company or control person in accordance with Rule 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;

	(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);


CUSIP No. 71722W107		SCHEDULE 13G		Page 7 of 10 Pages

Item 4.

Ownership.

(a) and (b)

Amount beneficially owned:

(i)

Growth I directly owns 2,019,877 shares of Common Stock (the “Growth I Shares”), which represents approximately 8.2% of the outstanding shares of Common Stock.

(ii)

Growth Co-Invest I directly owns 47,984 shares of Common Stock (the “Growth Co-Invest I Shares”), which represents approximately 0.2% of the outstanding shares of Common Stock.

(iii)

Growth I GP is the general partner of Growth I and Growth Co-Invest I and may be deemed to beneficially own the Growth I Shares and the Growth Co-Invest I Shares (the “Shares”), which in the aggregate is 2,067,861 shares of Common Stock and represents approximately 8.4% of the outstanding shares of Common Stock.

(iv)

Manager has been appointed by Growth I GP as manager of Growth I and Growth Co-Invest I and may be deemed to beneficially own the Shares.

(c)

Number of shares as to which such person has:

Number of Shares of Common Stock

Reporting Person

(i)

(ii)

(iii)

(iv)

Growth I

2,019,877

Growth Co-Invest I

47,984

Growth I GP

2,067,861

Manager

2,067,86 1

2,067,861

(i) Sole power to vote or direct the vote

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

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

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

Based on 24,526,537 shares of common stock (“Common Stock”) outstanding as of November 23, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019 filed, with the Securities and Exchange Commission on November 25, 2019.

Item 5.

Ownership of Five Percent or Less of a Class.

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

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.


CUSIP No. 71722W107		SCHEDULE 13G		Page 8 of 10 Pages

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 Group.

Not applicable.

Item 10.

Certification.

Not applicable.


CUSIP No. 71722W107		SCHEDULE 13G		Page 9 of 10 Pages

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: February 10, 2020


Medicxi Growth I LP

By:		/s/ Alex Di Santo
Name: Alex Di Santo
Title: Director
For and on behalf of
Medicxi Ventures Management (Jersey) Limited as manager of Medicxi Growth I LP

Medicxi Growth Co-Invest I LP

By:		/s/ Alex Di Santo
Name: Alex Di Santo Title: Director

For and on behalf of
Medicxi Ventures Management (Jersey) Limited as manager of Medicxi Growth Co-Invest I LP

Medicxi Growth I GP Limited

By:		/s/ Alex Di Santo
Name: Alex Di Santo
Title: Director

Medicxi Ventures Management (Jersey) Limited

By:		/s/ Alex Di Santo
Name: Alex Di Santo
Title: Director


CUSIP No. 71722W107		SCHEDULE 13G		Page 10 of 10 Pages

EXHIBIT INDEX

Exhibit


99.1		Joint Filing Statement

NAMES OF REPORTING PERSONS

Medicxi Growth I LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey