UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
(Amendment No. )*
BridgeBio Pharma, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
10806X102
(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 disclosure 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, as amended (“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. 10806X102 | Page 2 of 16 |
| 1. | Name of reporting persons
American International Group, Inc. | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Incorporated under the laws of the State of Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
6,764,592 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
6,764,592 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
6,764,592 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
5.5% | |||||
| 12. | Type of reporting person
HC | |||||
| CUSIP No. 10806X102 | Page 3 of 16 |
| 1. | Name of reporting persons
AIG Capital Corporation | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
6,730,244 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
6,730,244 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
6,730,244 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
5.5% | |||||
| 12. | Type of reporting person
HC | |||||
| CUSIP No. 10806X102 | Page 4 of 16 |
| 1. | Name of reporting persons
AIG Global Asset Management Holdings Corp. | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
6,730,244 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
6,730,244 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
6,730,244 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
5.5% | |||||
| 12. | Type of reporting person
HC | |||||
| CUSIP No. 10806X102 | Page 5 of 16 |
| 1. | Name of reporting persons
AIG Asset Management (U.S.), LLC | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Incorporated under the laws of the State of Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
6,730,244 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
6,730,244 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person
6,730,244 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
5.5% | |||||
| 12. | Type of reporting person
IA | |||||
| CUSIP No. 10806X102 | Page 6 of 16 |
| 1. | Name of reporting persons
SAFG Retirement Services, Inc. | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
34,348 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
34,348 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
34,348 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
0% | |||||
| 12. | Type of reporting person
HC | |||||
| CUSIP No. 10806X102 | Page 7 of 16 |
| 1. | Name of reporting persons
AIG Life Holdings, Inc. | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
34,348 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
34,348 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
34,348 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
0% | |||||
| 12. | Type of reporting person
HC | |||||
| CUSIP No. 10806X102 | Page 8 of 16 |
| 1. | Name of reporting persons
AGC Life Insurance Company | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Missouri | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
34,348 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
34,348 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
34,348 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
0% | |||||
| 12. | Type of reporting person
IC | |||||
| CUSIP No. 10806X102 | Page 9 of 16 |
| 1. | Name of reporting persons
The Variable Annuity Life Insurance Company | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Texas | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
26,255 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
26,255 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
26,255 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
0% | |||||
| 12. | Type of reporting person
IC | |||||
| CUSIP No. 10806X102 | Page 10 of 16 |
| 1. | Name of reporting persons
American General Life Insurance Company | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Texas | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
8,093 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
8,093 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
8,093 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
0% | |||||
| 12. | Type of reporting person
IC | |||||
| CUSIP No. 10806X102 | Page 11 of 16 |
| 1. | Name of reporting persons
SunAmerica Asset Management, LLC | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
8,093 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
8,093 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
8,093 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
0% | |||||
| 12. | Type of reporting person
IA | |||||
| Page 12 of 16 |
| ITEM 1 (a). | NAME OF ISSUER: |
BridgeBio Pharma, Inc.
| ITEM 1 (b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
421 Kipling Street
Palo Alto, CA 94301
| ITEM 2 (a). | NAME OF PERSON(S) FILING: |
American International Group, Inc.
AIG Capital Corporation
AIG Global Asset Management Holdings Corp.
AIG Asset Management (U.S.), LLC
SAFG Retirement Services, Inc.
AIG Life Holdings, Inc.
AGC Life Insurance Company
The Variable Annuity Life Insurance Company
American General Life Insurance Company
SunAmerica Asset Management, LLC
| ITEM 2 (b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE(S): |
American International Group, Inc.
175 Water Street
New York, NY 10038
AIG Capital Corporation
80 Pine Street
New York , NY 10005
AIG Global Asset Management Holdings Corp.
80 Pine Street
New York , NY 10005
AIG Asset Management (U.S.), LLC
80 Pine Street
New York, NY 10005
SAFG Retirement Services, Inc.
1999 Avenue of the Stars
1 SunAmerica Center
Los Angeles, CA 90067
AIG Life Holdings, Inc.
2929 Allen Parkway
Houston, TX 77019
AGC Life Insurance Company
2727-A Allen Parkway
Houston, TX 77019
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, TX 77019
American General Life Insurance Company
2727-A Allen Parkway
Houston, TX 77019
SunAmerica Asset Management, LLC
Harborside 5
185 Hudson St., Suite 3300
Jersey City, NJ 07311
| ITEM 2 (c). | CITIZENSHIP: |
The information requested hereunder is set forth under Item 4 of the cover pages to this Schedule 13G.
| ITEM 2 (d). | TITLE OF CLASS OF SECURITIES: |
Common Stock
| ITEM 2 (e). | CUSIP NUMBER: |
10806X102
| Page 13 of 16 |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
American International Group, Inc.:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
AIG Capital Corporation:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
AIG Global Asset Management Holdings Corp.:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
AIG Asset Management (U.S.), LLC
| (d) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E) |
SAFG Retirement Services, Inc.:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
AIG Life Holdings, Inc.:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
AGC Life Insurance Company:
| (c) | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) |
The Variable Annuity Life Insurance Company:
| (c) | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) |
American General Life Insurance Company:
| (c) | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) |
SunAmerica Asset Management, LLC:
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E) |
| ITEM 4. | OWNERSHIP. |
(a) through (c). The information requested hereunder is set forth under Items 5 through 9 and Item 11 of the cover pages to this Schedule 13G.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS. |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
The information requested hereunder is incorporated by reference herein from Rows 5 through 9 and Row 11 of the cover pages to this Schedule 13G. AIG Asset Management (U.S.), LLC, a wholly-owned company of AIG, serves as investment adviser and manager of The United States Life Insurance Company in the City of New York (“US Life”) and American General Life Insurance Company (“AG Life”) and shares voting and investment power with respect to all of US Life’s and AG Life’s holdings in BridgeBio Pharma, Inc. For the avoidance of doubt, AIG Asset Management (U.S.), LLC shares voting and investment power with respect only to the shares held directly by AG Life and not the shares reported herein as beneficially owned by AG Life.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
See Exhibit 1 attached hereto for the information requested hereunder with respect to the relevant subsidiaries of American International Group, Inc.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
| Page 14 of 16 |
| ITEM 10. | CERTIFICATION. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under § 240.14a-11.
| Page 15 of 16 |
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 14, 2020
| AMERICAN INTERNATIONAL GROUP, INC. | ||
| By | /s/ Geoffrey N. Cornell | |
| Name: | Geoffrey N. Cornell | |
| Title: | Vice President | |
| AIG CAPITAL CORPORATION | ||
| By | /s/ Justin Caulfield | |
| Name: | Justin Caulfield | |
| Title: | Treasurer | |
| AIG Global Asset Management Holdings Corp. | ||
| By | /s/ Atif Mahmood | |
| Name: | Atif Mahmood | |
| Title: | Chief Financial Officer | |
| AIG Asset Management (U.S.), LLC | ||
| By | /s/ Atif Mahmood | |
| Name: | Atif Mahmood | |
| Title: | Chief Financial Officer | |
| SAFG RETIREMENT SERVICES, INC. | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| AIG LIFE HOLDINGS, INC. | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| AGC LIFE INSURANCE COMPANY | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| THE VARIABLE ANNUITY LIFE INSURANCE COMPANY | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| AMERICAN GENERAL LIFE INSURANCE COMPANY | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| SUNAMERICA ASSET MANAGEMENT, LLC | ||
| By | /s/ Matthew Hackethal | |
| Name: | Matthew Hackethal | |
| Title: | Chief Compliance Officer | |
| Page 16 of 16 |
EXHIBIT INDEX
| Exhibit 99.1 | Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company | |
| Exhibit 99.2 | Agreement of Joint Filing | |
EXHIBIT 99.1
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
American International Group, Inc. — Subsidiary Information
AIG Capital Corporation:
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)
Category Symbol: HC
AIG Global Asset Management Holdings Corp.:
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)
Category Symbol: HC
AIG Asset Management (U.S.), LLC
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)
Category Symbol: IA
SAFG Retirement Services, Inc.:
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)
Category Symbol: HC
AIG Life Holdings, Inc.:
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)
Category Symbol: HC
The Variable Annuity Life Insurance Company:
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
Category Symbol: IC
AGC Life Insurance Company:
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
Category Symbol: IC
American General Life Insurance Company:
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
Category Symbol: IC
EXHIBIT 99.2
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the Common Stock of Macy’s, Inc. and that this Agreement may be included as an Exhibit to such filing.
Each of the undersigned parties represents and warrants to the others that the information contained in any amendment thereto about it will be true, correct and complete in all material respects and in accordance with all applicable laws. Each of the undersigned parties agrees to inform the others of any changes in such information or of any additional information which would require any amendment to the Schedule 13G and to promptly file such amendment.
Each of the undersigned parties agrees to indemnify the others for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such party of any representations, warranties or agreements in this Agreement.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of February 14, 2020
| AMERICAN INTERNATIONAL GROUP, INC. | ||
| By | /s/ Geoffrey N. Cornell | |
| Name: | Geoffrey N. Cornell | |
| Title: | Vice President | |
| AIG CAPITAL CORPORATION | ||
| By | /s/ Justin Caulfield | |
| Name: | Justin Caulfield | |
| Title: | Treasurer | |
| AIG Global Asset Management Holdings Corp. | ||
| By | /s/ Atif Mahmood | |
| Name: | Atif Mahmood | |
| Title: | Chief Financial Officer | |
| AIG Asset Management (U.S.), LLC | ||
| By | /s/ Atif Mahmood | |
| Name: | Atif Mahmood | |
| Title: | Chief Financial Officer | |
| SAFG RETIREMENT SERVICES, INC. | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| AIG LIFE HOLDINGS, INC. | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| AGC LIFE INSURANCE COMPANY | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| THE VARIABLE ANNUITY LIFE INSURANCE COMPANY | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| AMERICAN GENERAL LIFE INSURANCE COMPANY | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| SUNAMERICA ASSET MANAGEMENT, LLC | ||
| By | /s/ Matthew Hackethal | |
| Name: | Matthew Hackethal | |
| Title: | Chief Compliance Officer | |