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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BridgeBio Pharma, Inc. [ BBIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/01/2019 | M | 6,886(2) | A | (1) | 6,886 | D | |||
Common Stock | 07/01/2019 | M | 19,318(3) | A | (1) | 26,204 | D | |||
Common Stock | 07/01/2019 | M | 59,381(4) | A | (1) | 85,585 | D | |||
Common Stock | 07/01/2019 | M | 42,100(5) | A | (1) | 127,685 | D | |||
Common Stock | 07/01/2019 | M | 35,742(6) | A | (1) | 163,427 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Units | (1) | 07/01/2019 | M | 6,886(2) | (1) | (1) | Common Stock | 6,886 | $0.00 | 0 | D | ||||
Common Units | (1) | 07/01/2019 | M | 19,318(3) | (1) | (1) | Common Stock | 19,318 | $0.00 | 0 | D | ||||
Management Incentive Units | (1) | 07/01/2019 | M | 59,381(4) | (1) | (1) | Common Stock | 59,381 | $0.00 | 0 | D | ||||
Management Incentive Units | (1) | 07/01/2019 | M | 42,100(5) | (1) | (1) | Common Stock | 42,100 | $0.00 | 0 | D | ||||
Management Incentive Units | (1) | 07/01/2019 | M | 35,742(6) | (1) | (1) | Common Stock | 35,742 | $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 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. |
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 January 19, 2018, such that the shares shall be fully vested on January 19, 2023, 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 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: |
Chairman of Research and Development |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |