Filing Details

Accession Number:
0001193125-23-243214
Form Type:
13D Filing
Publication Date:
2023-09-26 20:00:00
Filed By:
Frazier Life Sciences Public Fund, L.p.
Company:
Hillevax Inc.
Filing Date:
2023-09-27
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Frazier Life Sciences Public Fund 0 1,246,135 0 1,246,135 1,246,135 2.6%
FHMLSP 0 1,246,135 0 1,246,135 1,246,135 2.6%
FHMLSP 0 1,246,135 0 1,246,135 1,246,135 2.6%
Frazier Life Sciences X 0 8,535,337 0 8,535,337 8,535,337 17.6%
FHMLS X 0 8,535,337 0 8,535,337 8,535,337 17.6%
FHMLS X 0 8,535,337 0 8,535,337 8,535,337 17.6%
James N. Topper 0 9,781,472 0 9,781,472 9,781,472 20.2%
Patrick J. Heron 25,000 9,781,472 25,000 9,781,472 9,806,472 20.2%
Albert Cha 0 1,246,135 0 1,246,135 1,246,135 2.6%
James Brush 0 1,246,135 0 1,246,135 1,246,135 2.6%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

 

HilleVax, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

43157M 102

(CUSIP Number)

Steve R. Bailey

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)

September 25, 2023

(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 persons 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. 43157M 102

 

 1.    

 Name of Reporting Persons.

 

Frazier Life Sciences Public Fund, 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

 

 1,246,135 shares (1)

    9.  

 Sole Dispositive Power

 

0 shares

   10.  

 Shared Dispositive Power

 

 1,246,135 shares (1)

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 1,246,135 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)

 

 2.6% (2)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Consists of 1,246,135 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.

(2)

Based on 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023.

 

Page 2


CUSIP No. 43157M 102

 

 1.    

 Name of Reporting Persons.

 

FHMLSP, 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

 

 1,246,135 shares (1)

    9.  

 Sole Dispositive Power

 

0 shares

   10.  

 Shared Dispositive Power

 

 1,246,135 shares (1)

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 1,246,135 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)

 

 2.6% (2)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Consists of 1,246,135 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.

(2)

Based on 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023.

 

Page 3


CUSIP No. 43157M 102

 

 1.    

 Name of Reporting Persons.

 

FHMLSP, 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

 

 1,246,135 shares (1)

    9.  

 Sole Dispositive Power

 

0 shares

   10.  

 Shared Dispositive Power

 

 1,246,135 shares (1)

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 1,246,135 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)

 

 2.6% (2)

14.  

 Type of Reporting Person (See Instructions)

 

 OO

 

(1)

Consists of 1,246,135 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.

(2)

Based on 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023.

 

Page 4


CUSIP No. 43157M 102

 

 1.    

 Name of Reporting Persons.

 

Frazier Life Sciences X, 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

 

 8,535,337 shares (1)

    9.  

 Sole Dispositive Power

 

0 shares

   10.  

 Shared Dispositive Power

 

 8,535,337 shares (1)

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 8,535,337 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)

 

 17.6% (2)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Consists of 8,535,337 shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P.

(2)

Based on 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023.

 

Page 5


CUSIP No. 43157M 102

 

 1.    

 Name of Reporting Persons.

 

FHMLS X, 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

 

 8,535,337 shares (1)

    9.  

 Sole Dispositive Power

 

0 shares

   10.  

 Shared Dispositive Power

 

 8,535,337 shares (1)

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 8,535,337 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)

 

 17.6% (2)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Consists of 8,535,337 shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P.

(2)

Based on 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023.

 

Page 6


CUSIP No. 43157M 102

 

 1.    

 Name of Reporting Persons.

 

FHMLS X, 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

 

 8,535,337 shares (1)

    9.  

 Sole Dispositive Power

 

 0 shares

   10.  

 Shared Dispositive Power

 

 8,535,337 shares (1)

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 8,535,337 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)

 

 17.6% (2)

14.  

 Type of Reporting Person (See Instructions)

 

 OO

 

(1)

Consists of 8,535,337 shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P.

(2)

Based on 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023.

 

Page 7


CUSIP No. 43157M 102

 

 1.    

 Name of Reporting Persons.

 

James N. 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

 

 9,781,472 shares (1)

    9.  

 Sole Dispositive Power

 

0 shares

   10.  

 Shared Dispositive Power

 

 9,781,472 shares (1)

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 9,781,472 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)

 

 20.2% (2)

14.  

 Type of Reporting Person (See Instructions)

 

 IN

 

(1)

Consists of (i) 1,246,135shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. and (ii) 8,535,337shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P.

(2)

Based on 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023.

 

Page 8


CUSIP No. 43157M 102

 

 1.    

 Name of Reporting Persons.

 

Patrick J. 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

 

25,000 shares (1)

    8.  

 Shared Voting Power

 

 9,781,472 shares (2)

    9.  

 Sole Dispositive Power

 

25,000 shares (1)

   10.  

 Shared Dispositive Power

 

 9,781,472 shares (2)

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 9,806,472 shares (1) (2)

12.  

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

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 20.2% (3)

14.  

 Type of Reporting Person (See Instructions)

 

 IN

 

(1)

Consists of 25,000 shares of Common Stock that are issuable upon the exercise of options held directly by Mr. Heron that are exercisable within 60 days of September 25, 2023.

(2)

Consists of (i) 1,246,135shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. and (ii) 8,535,337shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P.

(3)

Based on (i) 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023 and (ii) 25,000 shares of Common Stock that are issuable upon the exercise of options held directly by Mr. Heron that are exercisable within 60 days of September 25, 2023.

 

Page 9


CUSIP No. 43157M 102

 

 1.    

 Name of Reporting Persons.

 

Albert Cha

 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

 

 1,246,135 shares (1)

    9.  

 Sole Dispositive Power

 

 0 shares

   10.  

 Shared Dispositive Power

 

 1,246,135 shares (1)

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 1,246,135 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)

 

 2.6% (2)

14.  

 Type of Reporting Person (See Instructions)

 

 IN

 

(1)

Consists of 1,246,135 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.

(2)

Based on 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023.

 

Page 10


CUSIP No. 43157M 102

 

 1.    

 Name of Reporting Persons.

 

James Brush

 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

 

 1,246,135 shares (1)

    9.  

 Sole Dispositive Power

 

 0 shares

   10.  

 Shared Dispositive Power

 

 1,246,135 shares (1)

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 1,246,135 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)

 

 2.6% (2)

14.  

 Type of Reporting Person (See Instructions)

 

 IN

 

(1)

Consists of 1,246,135 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.

(2)

Based on 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023.

 

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CUSIP No. 43157M 102

 

Item 1.

Security and Issuer.

This Amendment No. 3 (Amendment No. 3) to Schedule 13D amends the statement on Schedule 13D filed on May 6, 2022 (the Original Schedule 13D), as amended on September 8, 2022 and May 5, 2023 (the Prior Amendments, and together with the Original Schedule 13D and this Amendment No. 3, the Schedule 13D) with respect to the Common Stock of HilleVax, Inc. (the Issuer), having its principal executive office at 321 Harrison Avenue, Boston, MA 02118. Except as otherwise specified in Amendment No. 3, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged. All capitalized terms used in this Amendment No. 3 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendments.

The Reporting Persons are filing this Amendment No. 3 to report a decrease in the percentage of the class beneficially owned by the Reporting Persons due to an increase in the aggregate number of outstanding securities of the Issuer.

 

Item 5.

Interest in Securities of the Issuer

 

  (a)

State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act:

FLS X is the record owner of FLS X Shares. As the sole general partner of FLS X, FHMLS X, L.P. may be deemed to beneficially own the FLS X Shares. As the sole general partner of FHMLS X, L.P., FHMLS X, L.L.C. may be deemed to beneficially own the FLS X Shares. As members of FHMLS X, L.L.C., Heron and Topper may each be deemed to beneficially own the FLS X Shares.

FLSPF is the record owner of FLSPF Shares. As the sole general partner of FLSPF, FHMLSP, L.P. may be deemed to beneficially own the FLSPF Shares. As the sole general partner of FHMLSP, L.P., FHMLSP, L.L.C. may be deemed to beneficially own the FLSPF Shares. As members of FHMLSP, L.L.C., Heron, Topper, Cha and Brush may each be deemed to beneficially own the FLSPF Shares.

The percentage of outstanding shares of 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 Persons cover sheet. For each Reporting Person other than Heron, such percentage was calculated based on 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023.

Herons percentage was calculated based on (i) 48,416,931 shares of Common Stock that were anticipated to be outstanding following the Issuers public offering (including the underwriters option to purchase an additional 1,200,000 shares of the Issuers Common Stock in such public offering) as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(5) on September 20, 2023, and (ii) 25,000 shares of Common Stock that are issuable upon the exercise of options held directly by Mr. Heron that are exercisable within 60 days of September 25, 2023.

 

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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: September 27, 2023    

FRAZIER LIFE SCIENCES PUBLIC FUND, L.P.

    By: FHMLSP, L.P., its General Partner
    By: FHMLSP, L.L.C., its General Partner
    By:  

/s/ Steve R. Bailey

     

Steve R. Bailey, Chief Financial Officer

 

Date: September 27, 2023    

FHMLSP, L.P.

   

By: FHMLSP, L.L.C., its General Partner

    By:  

/s/ Steve R. Bailey

     

Steve R. Bailey, Chief Financial Officer

     

 

Date: September 27, 2023    

FHMLSP, L.L.C.

    By:  

/s/ Steve R. Bailey

     

Steve R. Bailey, Chief Financial Officer

 

Date: September 27, 2023    

FRAZIER LIFE SCIENCES X, L.P.

   

By: FHMLS X, L.P., its General Partner

   

By: FHMLS X, L.L.C., its General Partner

    By:  

/s/ Steve R. Bailey

     

Steve R. Bailey, Chief Financial Officer

 

Date: September 27, 2023    

FHMLS X, L.P.

   

By: FHMLS X, L.L.C., its General Partner

    By:  

/s/ Steve R. Bailey

     

Steve R. Bailey, Chief Financial Officer

 

Date: September 27, 2023    

FHMLS X, L.L.C.

    By:  

/s/ Steve R. Bailey

     

Steve R. Bailey, Chief Financial Officer

     

 

Date: September 27, 2023     By:  

*

     

James N. Topper

     

 

Page 13


Date: September 27, 2023     By:  

*

     

Patrick J. Heron

 

Date: September 27, 2023     By:  

**

     

Albert Cha

 

Date: September 27, 2023     By:  

**

     

James Brush

 

Date: September 27, 2023     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 March 29, 2016.

**

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 August 16, 2021.

 

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