SCHEDULE 13D/A: Frazier Life Sciences Funds Increase Stake in Phathom Pharmaceuticals, Reaching Nearly 20% Beneficial Ownership
Beneficial Ownership Amendment
Frazier Life Sciences and its affiliated funds have significantly increased their beneficial ownership in Phathom Pharmaceuticals, Inc., now holding an aggregate of approximately 19.9% of the common stock.
Summary
- Frazier Life Sciences Public Fund, L.P. (FLSPF) and its affiliates, including Frazier Life Sciences Public Overage Fund, L.P. (FLSPOF), Frazier Life Sciences IX, L.P. (FLS IX), Frazier Life Sciences X, L.P. (FLS X), Frazier Life Sciences XI, L.P. (FLS XI), and Frazier Life Sciences XII, L.P. (FLS XII), collectively reported beneficial ownership of Phathom Pharmaceuticals, Inc. common stock.
- Key individuals, James N. Topper and Patrick J. Heron, each beneficially own approximately 19.9% of the Issuer's common stock, totaling 14,429,990 shares for Topper and 14,346,419 shares for Heron, including shares held by the various Frazier funds and exercisable warrants/options.
- Albert Cha and James Brush each beneficially own 7,270,327 shares, representing 10.1% of the class.
- Daniel Estes beneficially owns 1,185,536 shares, representing 1.7% of the class.
- As of April 29, 2025, the Issuer had 69,814,121 shares of Common Stock outstanding.
- The beneficial ownership percentages are calculated based on the sum of outstanding shares and shares issuable from pre-funded warrants and options exercisable within 60 days of May 9, 2025.
- Recent acquisitions by the funds include purchases on May 9, 2025, totaling 1,412,780 shares for an approximate aggregate price of $4,572,372.44, and on May 12, 2025, totaling 499,999 shares for an approximate aggregate price of $1,519,749.
- The pre-funded warrants held by FLSPF, FLSPOF, and FLS XI contain a provision limiting exercise if beneficial ownership would exceed 19.99% of the outstanding common stock.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership and recent transactions, indicating a neutral sentiment. It does not contain information that would inherently suggest positive or negative performance, but rather a strategic investment position.
Positives
- Significant investment by Frazier Life Sciences funds indicates continued confidence in Phathom Pharmaceuticals, Inc.'s long-term prospects.
- The acquisitions were funded through working capital, suggesting a strong financial position of the investing entities without reliance on borrowed funds.
Risks
- The pre-funded warrants held by FLSPF, FLSPOF, and FLS XI have a beneficial ownership limitation of 19.99%, which could restrict further immediate increases in ownership via warrant exercise if the threshold is met.
Future Outlook
The Reporting Persons acquired the shares for investment purposes and may, depending on market conditions and their evaluation of the Issuer's business, acquire or dispose of additional shares. They currently have no present plans for extraordinary corporate transactions, changes in management or board, material changes in capitalization or dividend policy, or other significant changes to the Issuer's business or corporate structure.
Industry Context
This filing reflects an investment firm's ongoing strategic positioning within a publicly traded pharmaceutical company, common in the life sciences sector where long-term investment and potential for significant returns drive substantial equity holdings.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Board of Directors | NA | James N. Topper | 2023-05-25 | Received restricted stock unit award for 9,000 shares as consideration for board service. |
| Board of Directors | NA | James N. Topper | 2024-05-23 | Received restricted stock unit award for 10,500 shares as consideration for board service, to be released May 23, 2025. |
Legal Proceedings
- None of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
- None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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 during the last five years.
Stakeholder Impact
- Shareholders: The increased beneficial ownership by Frazier Life Sciences funds could be viewed as a vote of confidence, potentially stabilizing or positively influencing investor sentiment. The concentration of ownership may also impact voting power in corporate decisions.
- Management: The presence of significant institutional investors like Frazier Life Sciences may lead to increased scrutiny or influence over strategic decisions, though no specific plans for changes in management or board are indicated.
Next Steps
- Reporting Persons may acquire or dispose of additional shares of the Issuer depending on market conditions and their ongoing evaluation of the Issuer's business and prospects.
Key Dates
| Date | Description |
|---|---|
| 2017-07-31 | Power of Attorney filed with the SEC for James N. Topper and Patrick J. Heron. |
| 2019-03-13 | YamadaCo IIA, Inc. merged with and into the Issuer. |
| 2019-11-06 | Original Schedule 13D filed. |
| 2020-06-12 | FLS IX effected an in-kind pro rata stock distribution of 1,456,854 shares. |
| 2020-06-17 | First amendment to Schedule 13D filed. |
| 2020-12-23 | Second amendment to Schedule 13D filed. |
| 2021-08-16 | Power of Attorney filed with the SEC for Albert Cha and James Brush. |
| 2022-04-18 | Power of Attorney filed with the SEC for Daniel Estes. |
| 2022-08-09 | Start date of share purchases by FLSPF and FLS XI. |
| 2022-08-11 | Third amendment to Schedule 13D filed. |
| 2022-09-26 | Fourth amendment to Schedule 13D filed. |
| 2023-05-05 | Fifth amendment to Schedule 13D filed. |
| 2023-05-23 | End date of share purchases by FLSPF and FLS XI. |
| 2023-05-24 | FLSPOF purchased 663,830 shares; James N. Topper's restricted stock unit award for 9,000 shares was released. |
| 2023-05-25 | James N. Topper received a restricted stock unit award for 9,000 shares. |
| 2023-05-26 | Sixth amendment to Schedule 13D filed. |
| 2024-05-23 | James N. Topper received a restricted stock unit award for 10,500 shares, to be released on May 23, 2025. |
| 2024-06-06 | Seventh amendment to Schedule 13D filed. |
| 2024-08-20 | FLSPF, FLSPOF, and FLS XI purchased warrants to acquire common stock. |
| 2024-08-22 | Eighth amendment to Schedule 13D filed. |
| 2025-04-29 | Date as of which 69,814,121 shares of the Issuer's Common Stock were outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on May 1, 2025. |
| 2025-05-01 | Issuer's Quarterly Report on Form 10-Q filed with the SEC. |
| 2025-05-09 | Date of event requiring filing of this statement; various funds purchased additional shares; pre-funded warrants exercisable within 60 days of this date. |
| 2025-05-12 | Various funds purchased additional shares. |
| 2025-05-13 | Date of signing of Amendment No. 9 to Schedule 13D and Joint Filing Agreement. |
| 2025-07-08 | Approximate expiration of 60-day exercisability period for pre-funded warrants and options from May 9, 2025. |
Keywords
Phathom Pharmaceuticals, Frazier Life Sciences, Schedule 13D, Beneficial Ownership, Common Stock, Warrants, Investment Funds, Biotechnology, Pharmaceuticals, SEC Filing
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