Page 6 of 10 – SEC Filing
| CUSIP No. 29604W108 | Page 6 of 10 Pages |
Schedule 13D
| Item 1. | Security and Issuer |
The
class of equity security to which this statement on Schedule 13D relates is the ordinary shares, nominal value €0.10
per share (the “Ordinary Shares”) of ERYTECH Pharma S.A.,
a Société Anonyome, incorporated under the laws of France (the “Issuer”). The address of the principal
executive offices of the Issuer is Bâtiment Adénine, 60 Avenue Rockefeller 69008 Lyon France. Information
given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| Item 2. | Identity and Background. |
| (a) | The Reporting Persons are: |
| 1. | Baker Bros. Advisors LP (the “Adviser”) |
| 2. | Baker Bros. Advisors (GP) LLC (the “Adviser GP”) |
| 3. | Felix J. Baker |
| 4. | Julian C. Baker |
| (b) | The business address of each of the Reporting Persons is: |
c/o
Baker Bros. Advisors LP
860
Washington Street, 3rd Floor
New
York, NY 10014
(212)
339-5690
(c) The Adviser is an entity engaged in investment activities,
and the Adviser GP is in the business of acting as its general partner and, through the Adviser, investment activities. The principal
business of each of Julian C. Baker and Felix J. Baker is to serve as a managing member of the Adviser GP.
(d) and (e) During the past five years, none of the Reporting
Persons nor any of the Funds (as defined below) has been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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) The Adviser GP is a limited liability company organized
under the laws of the State of Delaware. The Adviser is a limited partnership organized under the laws of the State of Delaware.
The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration |
The disclosure in Item 4 below is incorporated herein by reference.
| Item 4. | Purpose of the Transaction. |
Item 4 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
On November 10, 2017, ERYTECH Pharma S.A. (“the Issuer”)
entered into a placement and underwriting agreement (the “Underwriting Agreement”) with Jefferies International Limited,
JPM Securities LLC, Cowen and Company, LLC and Oddo BHF SCA (the “Underwriters”), related to a public offering (the
“Offering”) of 4,686,106 American Depositary Shares (“ADS”) of the Issuer at a price to the public of
$23.26 per ADS and 687,927 Ordinary Shares (as defined below) at a price to the public of €20.00
per ordinary share. Each ADS represents 1 ordinary share of the Issuer (“Ordinary shares”). The Offering is
expected to close on November 14, 2017. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from
the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions,
up to an additional 806,104 ADS and/or Ordinary Shares to cover overallotments, if any (“Underwriters Option”), expected
to close on November 16, 2017.
