SCHEDULE: Frazier Funds Update Phathom Pharma Stake
Schedule 13D Amendment
Frazier Life Sciences Public Fund increases its stake in Phathom Pharmaceuticals following a merger with Frazier Life Sciences Public Overage Fund.
Summary
- Frazier Life Sciences Public Fund, L.P. (FLSPF) now beneficially owns 5,323,356 shares of Phathom Pharmaceuticals, Inc. Common Stock, representing 7.5% of the outstanding shares.
- This increase is primarily due to a merger on November 1, 2025, where Frazier Life Sciences Public Overage Fund, L.P. (FLSPOF) merged into FLSPF.
- As a result of the merger, FLSPF acquired an additional 980,286 shares of Common Stock and warrants to acquire 591,443 shares from FLSPOF.
- FLSPOF and its related general partners (FHMLSP Overage, L.P., FHMLSP Overage, L.L.C.) ceased to be reporting persons.
- Other Frazier entities and individuals, including James N. Topper and Patrick J. Heron, also report their beneficial ownership, with Topper holding 8.6% (5,985,327 shares) and Heron holding 8.4% (5,901,756 shares).
- The beneficial ownership percentages are calculated based on 70,943,708 shares of Common Stock outstanding as of August 4, 2025.
- Warrants held by FLSPF (2,596,399 shares) and FLS XII (12,523 shares) are subject to a 9.99% beneficial ownership limitation upon exercise.
Sentiment
Score: 5
Explanation: The filing is neutral, primarily a factual update on beneficial ownership and an internal restructuring of investment funds. It does not contain information that would inherently be positive or negative for the issuer's stock price, beyond confirming continued significant institutional investment.
Positives
- Increased beneficial ownership by a significant institutional investor (Frazier Life Sciences Public Fund) could be interpreted as a continued vote of confidence in Phathom Pharmaceuticals.
- Consolidation of holdings through the merger simplifies the reporting structure for some Frazier entities.
Risks
- Warrants held by Frazier entities are subject to a 9.99% beneficial ownership limitation, which could restrict immediate full exercise and potential influence if the stake were to grow significantly beyond this threshold.
Future Outlook
NA
Industry Context
This filing reflects a routine update in institutional ownership structure within the biotechnology/pharmaceutical sector. While it doesn't directly comment on industry trends, the continued significant stake by Frazier Life Sciences, a venture capital fund focused on life sciences, indicates ongoing investment interest in companies like Phathom Pharmaceuticals within this specialized industry.
Related Party Transactions
- The merger of Frazier Life Sciences Public Overage Fund, L.P. into Frazier Life Sciences Public Fund, L.P. is an internal restructuring among related Frazier entities, resulting in the transfer of shares and warrants of Phathom Pharmaceuticals, Inc. between these funds.
Stakeholder Impact
- Shareholders: Provides transparency regarding significant institutional ownership and changes in the structure of a major investor's holdings. The continued large stake by Frazier funds may be viewed positively as a sign of long-term commitment.
- Management: Awareness of significant institutional ownership and its structure.
Key Dates
| Date | Description |
|---|---|
| 2017-07-31 | Power of Attorney for James N. Topper and Patrick J. Heron filed with the SEC. |
| 2019-11-06 | Original Schedule 13D filed. |
| 2020-06-17 | Amendment to Schedule 13D filed. |
| 2020-12-23 | Amendment to Schedule 13D filed. |
| 2022-08-11 | Amendment to Schedule 13D filed. |
| 2022-09-26 | Amendment to Schedule 13D filed. |
| 2023-05-05 | Amendment to Schedule 13D filed. |
| 2023-05-26 | Amendment to Schedule 13D filed. |
| 2024-06-06 | Amendment to Schedule 13D filed. |
| 2024-08-22 | Amendment to Schedule 13D filed. |
| 2025-05-13 | Amendment to Schedule 13D filed. |
| 2025-08-04 | Date as of which 70,943,708 shares of Issuer's Common Stock were outstanding, as reported in the Issuer's Form 10-Q. |
| 2025-08-07 | Date Issuer's Quarterly Report on Form 10-Q was filed with the SEC. |
| 2025-11-01 | Date of merger between Frazier Life Sciences Public Fund, L.P. and Frazier Life Sciences Public Overage Fund, L.P., requiring this Schedule 13D filing. |
| 2025-11-04 | Date of signing of the Joint Filing Agreement and the Schedule 13D Amendment No. 11. |
Recommendation
holdThis filing is a routine amendment to a Schedule 13D, primarily detailing an internal restructuring of investment funds managed by Frazier and updating their beneficial ownership in Phathom Pharmaceuticals. It does not contain new information regarding the issuer's operational performance, strategic direction, or financial prospects. While the continued significant aggregate stake held by Frazier entities indicates ongoing institutional interest, this filing alone does not provide a basis for a change in investment thesis. Therefore, a 'hold' recommendation is appropriate for investors who already have a position in Phathom Pharmaceuticals, as there is no new fundamental catalyst to warrant buying or selling based solely on this disclosure.
Keywords
Phathom Pharmaceuticals, Frazier Life Sciences, Schedule 13D, Beneficial Ownership, Institutional Investor, Common Stock, Warrants, Merger, SEC Filing, Biotechnology, Pharmaceuticals
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