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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Nabriva Therapeutics plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G63637105

(CUSIP Number)

September 22, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 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 ("the 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. G63637105

13 G/A

 

 

 

1

Names of Reporting Persons.
HBM Healthcare Investments (Cayman) Ltd. (1)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
2,334,008

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
2,334,008

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,334,008 (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
6.37% (3)

 

 

12

Type of Reporting Person*
CO

 


(1)   This Schedule 13G/A is filed by HBM Healthcare Investments (Cayman) Ltd., a Cayman Islands limited company (“HBM Healthcare”), and HBM BioCapital Invest Ltd. a Cayman Islands limited company (“BioCapital Invest”, and together with HBM Healthcare, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

 

(2)   The board of directors of HBM Healthcare has sole voting and investment power with respect to the shares held by such entity.  The board of directors of HBM Healthcare is comprised of Jean-Marc Lesieur, Richard Coles, Sophia Harris, Dr. Andreas Wicki, and Paul Woodhouse, none of whom has individual voting or investment power with respect to these shares and each of whom disclaim beneficial ownership of the shares held by HBM Healthcare, except to the extent of any pecuniary interest therein.

 

(3)   This percentage is calculated based upon the 36,628,855 Ordinary Shares outstanding following the closing of the Issuer’s public offering, as set forth in Issuer’s final prospectus filed with the Securities and Exchange Commission on September 20, 2017.

 

2



 

CUSIP No. G63637105

13 G/A

 

 

 

1

Names of Reporting Persons.
HBM BioCapital Invest Ltd. (1)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0

 

 

12

Type of Reporting Person*
CO

 


(1)   The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

 

3



 

Item 1

 

(a)

Name of Issuer:
Nabriva Therapeutics plc

 

(b)

Address of Issuer’s Principal Executive Offices:
25-28 North Wall Quay, IFSC, Dublin 1, Ireland

 

Item 2

 

(a)

Name of Person(s) Filing:
HBM Healthcare Investments (Cayman) Ltd.

HBM BioCapital Invest Ltd.

 

(b)

Address of Principal Business Office:
HBM Healthcare Investments (Cayman) Ltd.

Governor’s Square, Suite #4-212-2

213 Lime Tree Bay Ave.

West Bay

Grand Cayman , Cayman Islands

 

HBM BioCapital Invest Ltd.

Governor’s Square, Suite #4-212-2

213 Lime Tree Bay Ave.

West Bay

Grand Cayman , Cayman Islands

 

(c)

Citizenship:
HBM Healthcare Investments (Cayman) Ltd.

HBM BioCapital Invest Ltd.

 

-

-

 

Cayman Islands, British West Indies

Cayman Islands, British West Indies

 

(d)

Title of Class of Securities:
Ordinary Shares

 

(e)

CUSIP Number:
G63637105

 

Item 3.

Not applicable.

 

4



 

Item 4.

Ownership.(1)

 

(a)

Amount beneficially owned:   

HBM Healthcare Investments (Cayman) Ltd. — 2,334,008

HBM BioCapital Invest Ltd. —0

 

(b)

Percent of class:   

HBM Healthcare Investments (Cayman) Ltd. — 6.37% (1)

HBM BioCapital  Invest Ltd. -  (1)

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote   

HBM Healthcare Investments (Cayman) Ltd. — 2,334,008

HBM BioCapital Invest Ltd. — 0

 

 

(ii)

Shared power to vote or to direct the vote    

HBM Healthcare Investments (Cayman) Ltd. - 0

HBM BioCapital Invest Ltd. - 0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

HBM Healthcare Investments (Cayman) Ltd. — 2,334,008

HBM BioCapital Invest Ltd. — 0

 

 

(i)

Shared power to dispose or to direct the disposition of   

HBM Healthcare Investments (Cayman) Ltd. - 0

HBM BioCapital Invest Ltd. - 0

 


(1)   This percentage is calculated based upon the 36,628,855 Ordinary Shares outstanding following the closing of the Issuer’s public offering, as set forth in Issuer’s final prospectus filed with the Securities and Exchange Commission on September 20, 2017.

 

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:   o

 

Not applicable.

 

 

Item 6

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

 

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9

Notice of Dissolution of Group.

 

Not applicable.

 

5



 

Item 10

Certification.

 

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.

 

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 10, 2017

 

 

 

HBM Healthcare Investments (Cayman) Ltd.

 

 

 

 

 

 

By:

/s/Jean-Marc Lesieur

 

 

    Jean-Marc Lesieur, Director

 

 

 

 

 

 

 

HBM BioCapital Invest Ltd.

 

 

 

 

 

 

By:

/s/Jean-Marc Lesieur

 

 

    Jean-Marc Lesieur, Director

 

 

6



 

Exhibit(s):

 

A - Joint Filing Statement

 

7



 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G/A relating to the Ordinary Shares of Nabriva Therapeutics plc is filed on behalf of each of us.

 

Dated: October 10, 2017

 

 

 

HBM Healthcare Investments (Cayman) Ltd.

 

 

 

 

 

 

By:

/s/Jean-Marc Lesieur

 

 

    Jean-Marc Lesieur, Director

 

 

 

 

 

 

 

HBM BioCapital Invest Ltd.

 

 

 

 

 

 

By:

/s/Jean-Marc Lesieur

 

 

    Jean-Marc Lesieur, Director

 

 

8