venBio Amends Pharvaris N.V. Ownership Filing, Updates Event Dates

TL;DR

**venBio updated its Pharvaris N.V. ownership filing, signaling ongoing portfolio adjustments.**

AI Summary

venBio Global Strategic Fund III, L.P. and its affiliates, including Corey Goodman and Robert Adelman, filed an amendment (SC 13D/A) on January 25, 2024, updating their beneficial ownership in Pharvaris N.V. They reported a change in the event date to December 6, 2023, and January 24, 2024, related to their holdings of Pharvaris N.V. ordinary shares, par value €0.12 per share. This matters to investors because venBio is a significant institutional holder, and changes in their filing indicate ongoing activity or adjustments to their investment thesis, which could influence market perception of Pharvaris N.V.

Why It Matters

This filing indicates that a major institutional investor, venBio, is actively managing its position in Pharvaris N.V., which can signal their evolving view on the company's prospects.

Risk Assessment

Risk Level: low — This is an amendment to an existing ownership filing, indicating routine updates rather than a new, significant event.

Analyst Insight

Investors should monitor future SC 13D/A filings from venBio regarding Pharvaris N.V. for any significant changes in ownership percentage or stated intentions, as these could indicate a shift in a major investor's confidence or strategy.

Key Numbers

• €0.12 — Par value per share (The par value of Pharvaris N.V. ordinary shares.)

Key Players & Entities

• venBio Global Strategic Fund III, L.P. (company) — the filing entity and beneficial owner
• Pharvaris N.V. (company) — the subject company whose shares are owned
• Corey Goodman (person) — a group member associated with venBio
• Robert Adelman (person) — a group member associated with venBio
• €0.12 (dollar_amount) — par value per ordinary share of Pharvaris N.V.
• David Pezeshki (person) — person authorized to receive notices for venBio Partners, LLC

Forward-Looking Statements

• venBio will continue to be an active, significant shareholder in Pharvaris N.V. (venBio Global Strategic Fund III, L.P.) — high confidence, target: Ongoing

FAQ

Key Financial Figures

• $24.00 — ate 835,000 Common Shares at a price of $24.00 per Common Share in the Issuer's follow

Filing Documents

• ef20019681_sc13da.htm (SC 13D/A) — 166KB
• ef20019681_ex99-5.htm (EX-99.5) — 14KB
• 0001140361-24-003710.txt ( ) — 181KB

of the Schedule 13D is hereby amended and supplemented as follows

Item 1 of the Schedule 13D is hereby amended and supplemented as follows: This Amendment No. 3 to Schedule 13D (" Amendment No. 3 ") relates to the Ordinary shares, par value 0.12 per share (the " Common Shares "), of Pharvaris N.V. (the " Issuer "), whose principal executive offices are located at Emmy Noetherweg 2, 2333 BK Leiden, The Netherlands. This Amendment No. 3 amends and supplements the original statement on Schedule 13D filed by the Reporting Persons and Aaron Royston with the Securities and Exchange Commission (the " SEC ") on February 19, 2021, Amendment No. 1 filed by the Reporting Persons with the SEC on September 26, 2022 and Amendment No. 2 filed by the Reporting Persons with the SEC on June 21, 2023 (together with this Amendment No. 3, the " Schedule 13D "). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the original Schedule 13D. Item 3. Interest in Securities of the Issuer

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On December 6, 2023, venBio Global Strategic Fund IV, L.P. (the " Fund IV ") purchased an aggregate 835,000 Common Shares at a price of $24.00 per Common Share in the Issuer's follow-on underwritten offering that closed on December 8, 2023, using its working capital. Item 5. Interest in Securities of the Issuer

(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows

Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows: (a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 52,108,675 Common Shares expected to be outstanding upon closing of the Issuer's follow-on underwritten offering on December 8, 2023, as reported in the Issuer's prospectus supplement on Form 424B5 filed with the SEC on December 7, 2023 and the Issuer's current report on Form 6-K filed with the SEC on December 8, 2023. Fund III directly holds 3,547,504 Common Shares. As the sole general partner of Fund III, General Partner III may be deemed to beneficially own the Common Shares held by Fund III. As the sole general partner of General Partner III, GP Ltd. III may be deemed to beneficially own the Common Shares held by Fund III. As directors of GP Ltd. III, each of the Directors may be deemed to beneficially own the Common Shares held by Fund III. Fund IV directly holds 835,000 Common Shares. The general partner of Fund IV is venBio Global Strategic GP IV, LLC ("GP LLC IV"), of which each of the Directors serves as a member. As members of GP LLC IV, each of the Directors may be deemed to beneficially own the Common Shares held by Fund IV. (c) The response to Item 3 of this Amendment No. 3 is incorporated herein by reference. In addition, Exhibit 99.5 to this Amendment No. 3 sets forth all other transactions with respect to the Common Shares effected since the filing of Amendment No. 2. Item 7. Material to be Filed as Exhibits

of the Schedule 13D is hereby amended and supplemented as follows

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.5 Schedule of Transactions, in response to Item 5(c). CUSIP No. N69605108 Page 8 of 8 Pages

SIGNATURES

SIGNATURES 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 24, 2024 VENBIO GLOBAL STRATEGIC FUND III, L.P. By: VENBIO GLOBAL STRATEGIC GP III, L.P. General Partner By: VENBIO GLOBAL STRATEGIC GP III, LTD. General Partner By: * Title: Director By: * Title: Director By: * Title: Director VENBIO GLOBAL STRATEGIC GP III, L.P. By: VENBIO GLOBAL STRATEGIC GP III, LTD. General Partner By: * Title: Director By: * Title: Director By: * Title: Director VENBIO GLOBAL STRATEGIC GP III, LTD. By: * Title: Director By: * Title: Director By: * Title: Director * Corey Goodman * Robert Adelman By: /s/ David Pezeshki David Pezeshki As attorney-in-fact This Schedule 13D was executed by David Pezeshki on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 99.2.

View Full Filing

View this SC 13D/A filing on SEC EDGAR