BridgeBio | SEC Filing

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCORMICK FRANK

(Last)

(First)

(Middle)

C/O BRIDGEBIO PHARMA, INC.

421 KIPLING STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BridgeBio Pharma, Inc. [ BBIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of Oncology

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2019		M		47,165⁽²⁾	A	⁽¹⁾	47,165	D
Common Stock	07/01/2019		M		132,317⁽³⁾	A	⁽¹⁾	179,482	D
Common Stock	07/01/2019		M		66,729⁽⁴⁾	A	⁽¹⁾	246,211	D
Common Stock	07/01/2019		M		406,723⁽⁵⁾	A	⁽¹⁾	652,934	D
Common Stock	07/01/2019		M		418,016⁽⁶⁾	A	⁽¹⁾	1,070,950	D
Common Stock	07/01/2019		M		290,476⁽⁷⁾	A	⁽¹⁾	1,361,426	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	⁽¹⁾	07/01/2019		M			47,165⁽²⁾	⁽¹⁾	⁽¹⁾	Common Stock	47,165	$0.00	0	D
Common Units	⁽¹⁾	07/01/2019		M			132,317⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	132,317	$0.00	0	D
Series B Units	⁽¹⁾	07/01/2019		M			66,729⁽⁴⁾	⁽¹⁾	⁽¹⁾	Common Stock	66,729	$0.00	0	D
Management Incentive Units	⁽¹⁾	07/01/2019		M			406,723⁽⁵⁾	⁽¹⁾	⁽¹⁾	Common Stock	406,723	$0.00	0	D
Management Incentive Units	⁽¹⁾	07/01/2019		M			418,016⁽⁶⁾	⁽¹⁾	⁽¹⁾	Common Stock	418,016	$0.00	0	D
Management Incentive Units	⁽¹⁾	07/01/2019		M			290,476⁽⁷⁾	⁽¹⁾	⁽¹⁾	Common Stock	290,476	$0.00	0	D

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering (the "IPO"), all units in BridgeBio Pharma LLC (the "LLC") held by the Reporting Person were exchanged for shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Issuer in an exempt transaction pursuant to Rules 16b-3, 16b-6 and 16b-7 (the "Reorganization"). In connection with the Reorganization, a wholly-owned subsidiary of the Issuer was merged with and into the LLC, and shares of Common Stock were allocated to the holders of outstanding units in the LLC pursuant to the distribution provisions of the Fourth Amended and Restated Limited Liability Company Agreement of the LLC, dated November 20, 2018, as amended, based upon the liquidation value of the LLC, assuming it was liquidated immediately prior to the closing of the IPO with a value implied by the IPO price of $17.00 per share. The LLC units have no expiration date.

2. Represents shares of Common Stock issuable in the Reorganization in exchange for Common Units in the LLC held by the Reporting Person.

3. Represents shares of restricted Common Stock issuable in the Reorganization in exchange for Common Units in the LLC held by the Reporting Person. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of May 6, 2015, such that the shares shall be fully vested on May 6, 2020, subject to the Reporting Person's continued service relationship to the Issuer through each vesting date.

4. Represents shares of Common Stock issuable in the Reorganization in exchange for Series B Preferred Units in the LLC held by the Reporting Person.

5. Represents shares of restricted Common Stock issuable in the Reorganization in exchange for Management Incentive Units in the LLC held by the Reporting Person. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of March 26, 2016, such that the shares shall be fully vested on March 26, 2021, subject to the Reporting Person's continued service relationship to the Issuer through each vesting date.

6. Represents shares of restricted Common Stock issuable in the Reorganization in exchange for Management Incentive Units in the LLC held by the Reporting Person. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of August 15, 2017, such that the shares shall be fully vested on August 15, 2022, subject to the Reporting Person's continued service relationship to the Issuer through each vesting date.

7. Represents shares of restricted Common Stock issuable in the Reorganization in exchange for Management Incentive Units in the LLC held by the Reporting Person. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of February 12, 2019, such that the shares shall be fully vested on February 12, 2024, subject to the Reporting Person's continued service relationship to the Issuer through each vesting date.

Remarks:

	Ralph Scarborough, as Attorney-in-fact	07/03/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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