Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

Mirum Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

604749 101

(CUSIP Number)

Steve R. Bailey

Frazier Healthcare Partners

601 Union Street, Suite 3200

Seattle, WA 98101

Telephone: (206) 621-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 17, 2019

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

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 disclosures 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 (“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. 604749 101

 

  1.     

Name of Reporting Persons.

 

Frazier Life Sciences IX, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.      

Sole Voting Power

 

0 shares

     8.   

Shared Voting Power

 

3,566,912 shares (1)

     9.   

Sole Dispositive Power

 

0 shares

   10.   

Shared Dispositive Power

 

3,566,912 shares (1)

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,566,912 shares (1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

15.5% (2)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1)

Consists of 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick Heron and James Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P.

(2)

Based on 23,015,769 shares of Common Stock that were anticipated to be outstanding following the Issuer’s initial public offering as set forth in the Issuer’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 18, 2019.

 

Page 2


CUSIP No. 604749 101

 

  1.     

Name of Reporting Persons.

 

FHMLS IX, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.      

Sole Voting Power

 

0 shares

     8.   

Shared Voting Power

 

3,566,912 shares (1)

     9.   

Sole Dispositive Power

 

0 shares

   10.   

Shared Dispositive Power

 

3,566,912 shares (1)

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,566,912 shares (1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

15.5% (2)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1)

Consists of 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick Heron and James Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P.

(2)

Based on 23,015,769 shares of Common Stock that were anticipated to be outstanding following the Issuer’s initial public offering as set forth in the Issuer’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 18, 2019.

 

Page 3


CUSIP No. 604749 101

 

  1.     

Name of Reporting Persons.

 

FHMLS IX, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.      

Sole Voting Power

 

0 shares

     8.   

Shared Voting Power

 

3,566,912 shares (1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

3,566,912 shares (1)

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,566,912 shares (1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

15.5% (2)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1)

Consists of 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick Heron and James Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P.

(2)

Based on 23,015,769 shares of Common Stock that were anticipated to be outstanding following the Issuer’s initial public offering as set forth in the Issuer’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 18, 2019.

 

Page 4


CUSIP No. 604749 101

 

  1.     

Name of Reporting Persons.

 

James Topper

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

United States Citizen

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.      

Sole Voting Power

 

0 shares

     8.   

Shared Voting Power

 

3,566,912 shares (1)

     9.   

Sole Dispositive Power

 

0 shares

   10.   

Shared Dispositive Power

 

3,566,912 shares (1)

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,566,912 shares (1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

15.5% (2)

14.  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Consists of 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick Heron and James Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P.

(2)

Based on 23,015,769 shares of Common Stock that were anticipated to be outstanding following the Issuer’s initial public offering as set forth in the Issuer’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 18, 2019.

 

Page 5


CUSIP No. 604749 101

 

  1.     

Name of Reporting Persons.

 

Patrick Heron

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

United States Citizen

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.      

Sole Voting Power

 

0 shares

     8.   

Shared Voting Power

 

3,566,912 shares (1)

     9.   

Sole Dispositive Power

 

0 shares

   10.   

Shared Dispositive Power

 

3,566,912 shares (1)

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,566,912 shares (1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

15.5% (2)

14.  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Consists of 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick Heron and James Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P.

(2)

Based on 23,015,769 shares of Common Stock that were anticipated to be outstanding following the Issuer’s initial public offering as set forth in the Issuer’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 18, 2019.

 

Page 6


CUSIP No. 604749 101

 

 

Item 1.

Security and Issuer.

This statement relates to the Common Stock of Mirum Pharmaceuticals, Inc. (the “Issuer”), having its principal executive office at 950 Tower Lane, Suite 1050, Foster City, California 94404.

 

Item 2.

Identity and Background

 

(a)

The entities and persons filing this statement (collectively, the “Reporting Persons”) are:

Frazier Life Sciences IX, L.P. (“FLS IX”)

FHMLS IX, L.P.

FHMLS IX, L.L.C.

James Topper (“Topper”)

Patrick Heron (“Heron” and together with Topper, the “Members”)

 

(b)

The address of the principal place of business for each of the Reporting Persons is:

c/o Frazier Healthcare Partners

601 Union Street, Suite 3200

Seattle, WA 98101

 

(c)

FLS IX is a venture capital fund concentrating in healthcare and related fields. The sole business of FHMLS IX, L.P. is to serve as general partner of FLS IX. The sole business of FHMLS IX, L.L.C. is to serve as general partner of FHMLS IX, L.P. The principal business of the Members is to manage FLS IX, FHMLS IX, L.P., FHMLS IX, L.L.C. and a number of affiliated partnerships with similar businesses.

 

(d)

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)

Citizenship:

 

Entities:    FLS IX    -    Delaware, U.S.A.
   FHMLS IX, L.P.    -    Delaware, U.S.A.
   FHMLS IX, L.L.C.    -    Delaware, U.S.A.
Individuals:    Topper    -    United States Citizen
   Heron    -    United States Citizen

 

Page 7


Item 3.

Source and Amount of Funds or Other Consideration

Prior to the Issuer’s initial public offering (the “IPO”), FLS IX purchased from the Issuer in a series of private transactions, 24,935,300 shares of Series A Preferred Stock for an aggregate purchase price of $25,000,008.84. Upon closing of the IPO, the shares of Series A Preferred Stock held by FLS IX automatically converted into Common Stock of the Issuer on an 8-to-1 basis, resulting in FLS IX holding a total of 3,116,912 shares of Common Stock at such time. In addition, at the time of the IPO, FLS IX purchased an aggregate of 450,000 shares of Common Stock of the Issuer at the IPO price of $15.00 per share. FLS IX holds 3,566,912 shares of Common Stock of the Issuer as of the date of this filing (the “FLS Shares”).

The working capital of FLS IX was the source of the funds for the purchase of the FLS Shares. No part of the purchase price of the FLS Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the FLS Shares.

 

Item 4.

Purpose of Transaction

FLS IX acquired the FLS Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, FLS IX and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

 

  (a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

  (b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

  (c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

  (d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

  (e)

Any material change in the present capitalization or dividend policy of the Issuer;

 

  (f)

Any other material change in the Issuer’s business or corporate structure;

 

  (g)

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

  (h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

  (i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

 

  (j)

Any action similar to any of those enumerated above.

 

Page 8


Item 5.

Interest in Securities of the Issuer

 

  (a)

FLS IX is the record owners of the FLS Shares. As the sole general partner of FLS IX, FHMLS IX, L.P. may be deemed to beneficially own the FLS Shares. As the sole general partner of FHMLS IX, L.P., FHMLS IX, L.L.C. may be deemed to beneficially own the FLS Shares. As members of FHMLS IX, L.L.C., each of the Members may be deemed to beneficially own the FLS Shares.

The percentage of outstanding Common Stock of the Issuer, which may be deemed to be beneficially owned by each Reporting Person, is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 23,015,769 shares of Common Stock that were anticipated to be outstanding following the Issuer’s IPO as set forth in the Issuer’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 18, 2019.

 

  (b)

Regarding the number of shares as to which such person has:

 

  a.

Sole power to vote or to direct the vote: See line 7 of cover sheets.

 

  b.

Shared power to vote or to direct the vote: See line 8 of cover sheets.

 

  c.

Sole power to dispose or to direct the disposition: See line 9 of cover sheets.

 

  d.

Shared power to dispose or to direct the disposition: See line 10 of cover sheets.

 

  (c)

Not applicable.

 

  (d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the FLS Shares beneficially owned by any of the Reporting Persons.

 

  (e)

Not applicable.

 

Item 6.

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

Lockup Agreements

In connection with the IPO, FLS IX and Mr. Heron, along with all of the Issuer’s other directors, executive officers and the holders of substantially all of Issuer’s Common Stock agreed with the underwriters for the offering, subject to certain exceptions, not to dispose of or hedge any Common Stock or securities convertible into or exchangeable for Common Stock during the period from the date of the lock-up agreements continuing through January 13, 2020, except with the prior written consent of Citigroup Global Markets Inc. and Evercore Group L.L.C.

Investors’ Rights Agreement

Pursuant to the terms of an Investors’ Rights Agreement with the Issuer dated November 5, 2018, certain holders of the Issuers Common Stock, including FLS IX, are entitled to rights with respect to the registration of their shares of Common Stock (the “Registerable Securities”) under the Securities Act of 1933, as amended. Beginning 180 days after the completion of the IPO, the holders of a majority of the then-outstanding Registrable Securities have demand rights to request the registration on Form S-1 of their Registrable Securities, provided the anticipated aggregate offering price, net of selling expenses, would exceed $10.0 million. The Issuer is required to file up to two registration statements that are declared effective upon exercise of these demand registration rights. In addition, the holders of a majority of the then-outstanding Registrable Securities

 

Page 9


can request that the Issuer register all or part of their shares on Form S-3 if the Issuer is eligible to file a registration statement on Form S-3 and if the aggregate price to the public of the shares offered, net of selling expenses, is at least $1.0 million. The stockholders may only require two registration statements on Form S-3 in a 12-month period. If the Issuer registers any of its securities for public sale, holders of then-outstanding Registrable Securities or their permitted transferees will have the right to include their Registrable Securities in such registration statement, subject to certain exclusions. All of these registration rights will expire, with respect to any particular holder, five years after the effective date of the IPO, or if earlier the date such stockholder (a) holds less than 1% of the Issuer’s outstanding Common Stock (including shares issuable on conversion of outstanding convertible preferred stock) or (b) can sell all of its shares under Rule 144 of the Securities Act during any 90-day period.

Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit A -    Agreement regarding filing of joint Schedule 13D.
Exhibit B -    Form of Lock-up Agreement.
Exhibit C -    Investors’ Rights Agreement.

 

Page 10


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.

 

Date: July 26, 2019     FRAZIER LIFE SCIENCES IX, L.P.
    By FHMLS IX, L.P., its general partner
    By FHMLS IX, L.L.C., its general partner
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: July 26, 2019    

FHMLS IX, L.P.

   

By FHMLS IX, L.L.C., its general partner

    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: July 26, 2019     FHMLS IX, L.L.C.
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: July 26, 2019     By:  

*

      James Topper
Date: July 26, 2019     By:  

*

      Patrick Heron
Date: July 26, 2019     *By:  

/s/ Steve R. Bailey

      Steve R. Bailey, as Attorney-in-Fact

This Schedule 13D was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017.

 

Page 11


Exhibit Index

 

Exhibit A -    Agreement regarding filing of joint Schedule 13D.
Exhibit B -    Form of Lock-up Agreement (incorporated by reference to Exhibit A to that certain Underwriting Agreement between the Issuer and the Underwriters (as defined therein) filed as Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1/A filed with the Commission on July 8, 2019).
Exhibit C -    Investors’ Rights Agreement (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 filed with the Commission on June 21, 2019).

 

Page 12


EXHIBIT A

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of Common Stock of Mirum Pharmaceuticals, Inc.

 

Date: July 26, 2019     FRAZIER LIFE SCIENCES IX, L.P.
    By FHMLS IX, L.P., its general partner
    By FHMLS IX, L.L.C., its general partner
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: July 26, 2019     FHMLS IX, L.P.
    By FHMLS IX, L.L.C., its general partner
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: July 26, 2019     FHMLS IX, L.L.C.
    By:  

/s/ Steve R. Bailey

      Steve R. Bailey, Chief Financial Officer
Date: July 26, 2019     By:  

*

      James Topper
Date: July 26, 2019     By:  

*

      Patrick Heron
Date: July 26, 2019     *By:  

/s/ Steve R. Bailey

      Steve R. Bailey, as Attorney-in-Fact

This Agreement was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017.