---

CUSIP No. 10806X102

13D

Page 8 of 16 pages

---

CUSIP No. 10806X102

13D

Page 9 of 16 pages

---

CUSIP No. 10806X102

13D

Page 10 of 16 pages

Item 2.

Identity and Background.

(a), (f)

This Schedule 13D is being jointly filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:

(i)

KKR Genetic Disorder L.P., a Delaware limited partnership (“KKR Genetic Disorder”);

(ii)

KKR Genetic Disorder GP LLC, a Delaware limited liability company (“KKR Genetic Disorder GP”);

(iii)

KKR Management Holdings L.P., a Delaware limited partnership (“KKR Management Holdings”);

(iv)

KKR Management Holdings Corp., a Delaware corporation (“KKR Management Corp.”);

(v)

KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);

(vi)

KKR & Co. Inc. (“KKR & Co.”), a Delaware corporation;

(vii)

KKR Management LLC (“KKR Management”), a Delaware limited liability company;

(viii)

Henry R. Kravis, a United States citizen; and

(ix)

George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (ix) are collectively referred to herein as the “Reporting Persons”).

---

CUSIP No. 10806X102

13D

Page 11 of 16 pages

The Reporting Persons have entered into a joint filing agreement, dated as of July 10, 2019, a copy of which is attached hereto as Exhibit A.

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

The business address for George R. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

The present principal occupation or employment of each of Messrs. Bae, Janetschek, Kravis, Nuttall, Roberts and Sorkin is as an executive of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and/or one or more of its affiliates. The present principal occupation of each of the KKR Directors is listed on Annex A.

---

CUSIP No. 10806X102

13D

Page 12 of 16 pages

Item 3.

Source and Amount of Funds or Other Consideration.

Prior to the Issuer’s initial public offering (the “IPO”), KKR Genetic Disorder purchased 167,716,071 preferred units of BridgeBio Pharma LLC, the predecessor in interest to the Issuer, for aggregate consideration of $170,649,999.58 in a series of financing transactions. Upon completion of the reorganization of BridgeBio Pharma LLC into the Issuer, the preferred units held by KKR Genetic Disorder were converted into 34,253,561 shares of Common Stock of the Issuer for no additional consideration.

---

i.

acquired in the Public Offering if the undersigned is not an officer or director of the Company or in transactions relating to the Shares or other securities acquired in open market transactions after the date of the final prospectus;

ii.

as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein;

iii.

to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value;

iv.

by will or intestacy, provided that the legatee, heir or other transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein;

v.

to any immediate family member, provided that such family member agrees to be bound by the restrictions set forth herein;

vi.

by surrender or forfeiture of Shares or other securities of the Company to the Company to satisfy tax withholding obligations upon exercise or vesting or the exercise price upon a cashless net exercise, in each case, of share options, equity awards, warrants or other right to acquire Shares expiring during the Lock-Up Period pursuant to the Company’s equity incentive plans described in the Registration Statement, provided that any filing made pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall include a footnote noting the circumstances described in this clause and no other public announcement shall be required or voluntarily made in connection with such transfer;

---

vii.

if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, pursuant to a distribution to its partners, members or stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned (or is under common control or management with the undersigned) provided that such transferee agrees to be bound by the restrictions set forth herein;

viii.

by operation of law or pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil union;

ix.

pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of shares of Common Stock involving a change of control of the Company that, in each case, has been approved by the Company’s board of directors, provided that all of the Undersigned’s Shares subject to the restrictions in this agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this agreement, and, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Shares owned by the undersigned shall remain subject to the restrictions contained in this agreement;

x.

in connection with the issuance of shares of the Company’s Common Stock upon the conversion of the LLC into the Company, as described in the Registration Statement for the Public Offering; or

xi.

with the prior written consent of the Releasing Underwriters on behalf of the Underwriters.

---

In addition, the undersigned may enter into any plan designed to satisfy the requirements of Rule 10b5-1 (a “10b5-1 Plan”) under the Exchange Act (other than the entry into such a plan in such a manner as to allow the sale of Shares, in each case, within the Lock-Up Period); provided however, no sale of Shares may be made under such 10b5-1 Plan during the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such 10b5-1 Plan shall be required or made during the Lock-Up Period.

 

In the event that (i) the Releasing Underwriters release, in full or in part, any officer, director or other stockholder of the Company who beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) at least one percent (1%) of the outstanding shares of the Common Stock (a “Triggering Stockholder”) from the restrictions of any lock-up agreement similar to this agreement signed by such Triggering Stockholder for the benefit of any Underwriter in connection with the Public Offering and (ii) such release or series of releases cumulatively relates to more than 100,000 shares of Common Stock (as adjusted for any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event) held by the Triggering Stockholder ((i) and (ii) together, a “Triggering Release”), then the undersigned shall be automatically released from this agreement to the same extent, with respect to the same percentage of Company securities of the undersigned as the percentage of Company securities being released in the Triggering Release represent with respect to the Company securities held by the Triggering Stockholder (calculated as a percentage of the total outstanding shares of Common Stock held by the Triggering Stockholder) at the time of the request of the Triggering Release.  In the event of a Triggering Release, the Company shall use its reasonable best efforts to notify the undersigned within two (2) business days of the occurrence of such Triggering Release.  Notwithstanding the foregoing, the provisions of this paragraph will not apply (i) (a) if the release or waiver is effected solely to permit a transfer not involving a disposition for value and (b) if the transferee agrees in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of transfer, (ii) if the release or waiver is in connection with any primary and/or secondary underwritten public offering of Common Stock (an “Underwritten Sale”), provided that such waiver or release shall only apply with respect to the undersigned’s participation in such Underwritten Sale or (ii) if the Triggering Stockholder is a natural person, if the release or waiver is granted due to circumstances of an emergency or hardship as determined by the Releasing Underwriters in their sole judgment.

 

The undersigned now has, and, except as contemplated by clause (i) through (x) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

 

In the event that either of the Releasing Underwriters withdraws from or declines to participate in the Public Offering, all references to the Releasing Underwriters contained in this Lock-Up Agreement shall be deemed to refer to the sole Releasing Underwriter that continues to participate in the Public Offering (the “Remaining Releasing Underwriter”), and, in such event, any written consent, waiver or notice given or delivered in connection with this Lock-Up Agreement by the Remaining Releasing Underwriter shall be deemed to be sufficient and effective for all purposes under this Lock-Up Agreement.

 

	Very truly yours,
	KKR GENETIC DISORDER L.P.
	Name of Security Holder (Print exact name)
	By:	/s/ Ali J. Satvat
		Signature
	If not signing in an individual capacity:
	Ali J. Satvat
	Name of Authorized Signatory (Print)
	Vice President
	Title of Authorized Signatory (Print)
	(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity))

---