Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Pharvaris, N.V.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
N69605108
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
| Schedule 13G | ||||
| CUSIP No. N69605108 | Page 1 of 6 |
| 1 |
Names of Reporting Persons
LSP V Coöperatieve U.A. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
The Netherlands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,607,566 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,607,566 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,607,566 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
10.9% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| Schedule 13G | ||||
| CUSIP No. N69605108 | Page 2 of 6 |
| 1 |
Names of Reporting Persons
LSP V Management B.V. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
The Netherlands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,607,566 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,607,566 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,607,566 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
10.9% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| Schedule 13G | ||||
| CUSIP No. N69605108 | Page 3 of 6 |
| ITEM 1. | (a) Name of Issuer: |
Pharvaris, N.V. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
J.H. Oortweg 21, 2333 CH Leiden, The Netherlands
| ITEM 2. | (a) Name of Person Filing: |
This statement is being filed on behalf of LSP V Coöperatieve U.A. (“LSP V”) and LSP V Management B.V. (each a “Reporting Person” and, collectively, the “Reporting Persons”).
| (b) | Address or Principal Business Office: |
The business address of the Reporting Persons is Johannes Vermeerplein 9, 1071 DV Amsterdam, the Netherlands.
| (c) | Citizenship of each Reporting Person is: |
Each of the Reporting Persons is organized under the laws of The Netherlands.
| (d) | Title of Class of Securities: |
Ordinary Shares, par value € 0.12 per share (“Ordinary Shares”).
| (e) | CUSIP Number: |
N69605108
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2021, based upon 33,128,593 Ordinary Shares outstanding as of April 22, 2021 as reported in the Issuer’s Annual Report on Form 20-F filed on April 29, 2021.
| Schedule 13G | ||||
| CUSIP No. N69605108 | Page 4 of 6 |
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to to direct of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| LSP V Coöperatieve U.A. |
3,607,566 | 10.9 | % | 0 | 3,607,566 | 0 | 3,607,566 | |||||||||||||||||
| LSP V Management B.V |
3,607,566 | 10.9 | % | 0 | 3,607,566 | 0 | 3,607,566 | |||||||||||||||||
LSP V is the record holder of 3,607,566 Ordinary Shares. LSP V Management B.V. is the sole director of LSP V. The managing directors of LSP V Management B.V. are Martijn Kleijwegt, Rene Kuijten and Joachim Rothe. As such, LSP V Management B.V., Martijn Kleijwegt, Rene Kuijten and Joachim Rothe may be deemed to beneficially own the Ordinary Shares held of record by LSP V. Each of Mr. Kleijwegt, Mr. Kuijten and Mr. Rothe disclaims beneficial ownership of such shares.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| Schedule 13G | ||||
| CUSIP No. N69605108 | Page 5 of 6 |
SIGNATURE
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: February 3, 2022
| LSP V Coöperatieve U.A. | ||
| By: |
/s/ Martijn Kleijwegt | |
| Name: |
LSP V Management B.V. | |
| Title: |
Managing Director | |
| Name: |
Martijn Kleijwegt | |
| Title: |
Managing Director | |
| By: |
/s/ René Kuijten | |
| Name: |
LSP V Management B.V. | |
| Title: |
Managing Director | |
| Name: |
René Kuijten | |
| Title: |
Managing Director | |
| LSP V Management B.V. | ||
| By: |
/s/ Martijn Kleijwegt | |
| Name: |
Martijn Kleijwegt | |
| Title: |
Managing Director | |
| By: |
/s/ René Kuijten | |
| Name: |
René Kuijten | |
| Title: |
Managing Director | |
| Schedule 13G | ||||
| CUSIP No. N69605108 | Page 6 of 6 |
LIST OF EXHIBITS
| Exhibit |
Description | |
| 99 | Joint Filing Agreement. | |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 3rd day of February, 2022.
| LSP V Coöperatieve U.A. | ||
| By: | /s/ Martijn Kleijwegt | |
| Name: | LSP V Management B.V. | |
| Title: | Managing Director | |
| Name: | Martijn Kleijwegt | |
| Title: | Managing Director | |
| By: | /s/ René Kuijten | |
| Name: | LSP V Management B.V. | |
| Title: | Managing Director | |
| Name: | René Kuijten | |
| Title: | Managing Director | |
| LSP V Management B.V. | ||
| By: | /s/ Martijn Kleijwegt | |
| Name: | Martijn Kleijwegt | |
| Title: | Managing Director | |
| By: | /s/ René Kuijten | |
| Name: | René Kuijten | |
| Title: | Managing Director | |