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*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022-4629

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
89bio, Inc. [ ETNB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 09/21/2020 S 137,500(1) D $28 1,864,721 I See Footnotes(2)(4)
Common Stock 09/21/2020 S 137,500(1) D $28 1,864,721 I See Footnotes(3)(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022-4629

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OrbiMed Capital GP VI LLC

(Last) (First) (Middle)
601 LEXINGTON AVENUE, 54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OrbiMed Advisors Israel II Ltd

(Last) (First) (Middle)
89 MEDINAT HAYEHUDIM ST., BUILDING E

(Street)
HERZLIYA L3 4614001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OrbiMed Israel GP II, L.P.

(Last) (First) (Middle)
89 MEDINAT HAYEHUDIM ST., BUILDING E

(Street)
HERZLIYA L3 4614001

(City) (State) (Zip)
Explanation of Responses:
1. These shares of the Issuer's common stock were sold in a registered public offering at a price of $28.00.
2. These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("OrbiMed GP VI") is the general partner of OPI VI, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of OrbiMed GP VI. By virtue of such relationships, OrbiMed GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.
3. These shares of the Issuer's common stock are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("Israel GP II") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("Advisors Israel II") is the general partner of Israel GP II. By virtue of such relationships, Israel GP II and Advisors Israel II may be deemed to have voting and investment power with respect to the shares held directly by OIP II noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. Advisors Israel II exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz ("Naschitz"), and Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP II.
4. This report is being jointly filed by OrbiMed Advisors, OrbiMed GP VI, Israel GP II, and Advisors Israel II. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated Naschitz to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Naschitz is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
OrbiMed Advisors LLC, /s/ Douglas Coon, Chief Compliance Officer 09/23/2020
OrbiMed Capital GP VI LLC, /s/ Douglas Coon, Chief Compliance Officer 09/23/2020
OrbiMed Advisors Israel II Limited, /s/ Douglas Coon, Chief Compliance Officer 09/23/2020
OrbiMed Israel GP II, L.P., /s/ Douglas Coon, Chief Compliance Officer 09/23/2020
** 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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