Takeda Amends Phathom Stake, Signals Ownership Change

TL;DR

**Takeda just updated its Phathom Pharmaceuticals ownership, watch for potential stock movement.**

AI Summary

Takeda Pharmaceutical Company Limited filed an Amendment No. 5 to its Schedule 13D, indicating a change in its beneficial ownership of Phathom Pharmaceuticals, Inc. common stock. The filing, dated January 24, 2024, updates previous disclosures regarding Takeda's stake in Phathom. This matters to investors because Takeda is a significant holder, and changes in its ownership could signal shifts in its strategic interest or confidence in Phathom's future, potentially influencing stock price.

Why It Matters

Changes in significant shareholder positions like Takeda's can impact investor sentiment and potentially the stock's liquidity and future strategic direction.

Risk Assessment

Risk Level: medium — Changes in major shareholder positions can introduce uncertainty regarding future corporate control or strategic partnerships, posing a medium risk.

Analyst Insight

Investors should monitor subsequent filings from Takeda to understand the nature and magnitude of the change in ownership, as well as Phathom's corporate announcements for any related strategic developments.

Key Players & Entities

• Takeda Pharmaceutical Company Limited (company) — the filing person and a significant shareholder of Phathom Pharmaceuticals, Inc.
• Phathom Pharmaceuticals, Inc. (company) — the subject company whose common stock is being reported on
• Yoshihiro Nakagawa (person) — contact person for Takeda Pharmaceutical Company Limited
• Shashi Khiani (person) — attorney at Polsinelli PC authorized to receive notices for Takeda
• January 24, 2024 (date) — date of the event requiring this Schedule 13D/A filing

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $8.10 — re sold to the Purchasers at a price of $8.10 per share for total consideration of $2
• $29,999,994.30 — 10 per share for total consideration of $29,999,994.30. The offering and sale of the Reporting

Filing Documents

• sc13da_012524.htm (SC 13D/A) — 74KB
• exhibit1_012524.htm (EX-1) — 78KB
• 0001395064-24-000006.txt ( ) — 153KB

Identity and Background

Item 2. Identity and Background. Schedule 1 referenced in Item 2 of the Prior Filing is hereby amended and replaced with the text set forth in Schedule 1 attached hereto.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Prior Filing is hereby amended and restated in its entirety as follows

Item 5 of the Prior Filing is hereby amended and restated in its entirety as follows (a) See rows (11) and (13) of the cover page to this Amendment for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Person. (b) See rows (7) through (10) of the cover page to this Amendment for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. (c) Transactions in the shares of Common Stock effected by the Reporting Person during the 60 days prior to the date hereof are set forth on Schedule 2 and are incorporated herein by reference. (d) To the best knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Prior Filing is hereby amended and supplemented by adding the text set forth below

Item 6 of the Prior Filing is hereby amended and supplemented by adding the text set forth below On January 24, 2024, the Reporting Person sold an aggregate of 3,703,703 shares of the Common Stock in a private sale to Medicxi IV LP, a Jersey limited partnership, and Medicxi Co-Invest IV LP, a Jersey limited partnership (collectively, the " Purchasers "), pursuant to a Stock Purchase Agreement (the " Purchase Agreement ") by and among the Reporting Person and the Purchasers. Under the Purchase Agreement, the shares of Common Stock were sold to the Purchasers at a price of $8.10 per share for total consideration of $29,999,994.30. The offering and sale of the Reporting Person's Common Stock was made pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 1 to this Amendment and is incorporated herein by reference. CUSIP No. 71722W107 Page 4 of 5 Pages

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description 1 Stock Purchase Agreement, dated as of January 24, 2024 CUSIP No. 71722W107 Page 5 of 5 Pages 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. Dated January 25, 2024 TAKEDA PHARMACEUTICAL COMPANY LIMITED By s Amit Singh Name Amit Singh Title Senior Vice President and Head of Treasury SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON The name, business address, title and present principal occupation or employment of each of the directors and executive officers of Takeda Pharmaceutical Company Limited ("Takeda") are set forth below. If no address is given, the business address is 1-1, Nihonbashi-Honcho 2-Chome, Chuo-Ku, Tokyo MO 103-8668. Director Principal Occupation Citizenship Christophe Weber Representative Director, President and Chief Executive Officer of Takeda France Andrew S. Plump, M.D., Ph.D. President, Research and Development of Takeda US Costa Saroukos Chief Financial Officer of Takeda Australia Olivier Bohuon Former Director and Chairman at LEO Pharma AS France Jean-Luc Butel Global Healthcare Advisor, President of K8 Global Pte. Ltd Singapore Ian Clark Former CEO and Director of Genentech Inc. US Yoshiaki Fujimori Senior Executive Advisor of CVC Japan Japan Steven Gillis, Ph.D. Managing Director at ARCH Venture Partners US John Maraganore Former Chief Executive Officer and Director of Alnylam Pharmaceuticals US Kimberly A. Reed Former Chairman of the Board of Directors, President and CEO of the Export-Import Bank of the United States US Koji Hatsukawa Former CEO of PricewaterhouseCoopers Arata Japan Emiko Higashi Managing Director of Tomon Partners, LLC Japan Michel Orsinger Former Member of Global Management Team of Johnson Johnson Switzerland Masami Iijima Counselor of Mitsui Co., Ltd Japan Miki Tsusaka Presiden

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View this SC 13D/A filing on SEC EDGAR