Sec Form 4/A Filing - Phase4 Partners Ltd @ ALBIREO PHARMA, INC. - 2018-01-30

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Phase4 Partners Ltd 2. Issuer Name and Ticker or Trading Symbol ALBIREO PHARMA, INC. [ ALBO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1 CAVENDISH PLACE 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2018 (Street) LONDON, X0W1G 0QF 4. If Amendment, Date Original Filed (MM/DD/YY) 02/01/2018 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/30/2018 S 98,500 ( 1 ) D $ 34.4006 ( 1 ) ( 2 ) 1,066,947 I Held by Phase4 Ventures III GP LP ( 4 ) Common Stock 01/30/2018 S 1,500 ( 1 ) D $ 37.0587 ( 1 ) ( 3 ) 1,065,447 I Held by Phase4 Ventures III GP LP ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Phase4 Partners Ltd 1 CAVENDISH PLACE LONDON, X0W1G 0QF X PHASE4 VENTURES III GENERAL PARTNER Ltd 50 LOTHIAN ROAD, FESTIVAL SQUARE EDINBURGH, X0EH3 9WJ X PHASE4 VENTURES III GP LP 50 LOTHIAN ROAD, FESTIVAL SQUARE EDINBURGH, X0EH3 9WJ X PHASE4 VENTURES III LP 1 CAVENDISH PLACE LONDON, X0W1G 0QF X Signatures /s/ Charles Sermon, Director, Phase4 Partners Limited 02/06/2018 Signature of Reporting Person Date /s/ Charles Sermon, Director, Phase4 Ventures III General Partner Limited 02/06/2018 Signature of Reporting Person Date /s/ Charles Sermon, Director, Phase4 Ventures III GP LP 02/06/2018 Signature of Reporting Person Date /s/ Charles Sermon, Director, Phase4 Ventures III LP 02/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of securities reported represents an aggregate number of shares sold in multiple market transactions over a range of sale prices. The Reporting Persons undertake to provide to the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Persons at each separate price within the range. ( 2 )Sale prices range from $34.40 to $34.71, inclusive. ( 3 )Sale prices range from $36.60 to $37.43, inclusive. ( 4 )Consists of shares held by Phase4 Ventures III GP LP ("Phase4 GPLP") in its capacity as general partner of Phase4 Ventures III LP ("Phase4 III"). Phase4 GPLP is the general partner of Phase4 III. The general partner of Phase4 GPLP is Phase 4 Ventures III General Partner Limited ("Phase4 GP"). Phase4 GP has appointed Phase4 Partners Limited ("Phase4 Partners") to act as the manager of Phase4 III. Dr. Alastair McKinnon, Denise Scots-Knight, PhD, and Charles Sermon are Directors of Phase4 Partners (the "Phase4 Directors"). Each of the Phase4 Directors, Phase4 Partners, Phase4 GP, Phase 4 GPLP and Phase4 III may be deemed to beneficially own the shares held by Phase4 GPLP in its capacity as general partner of Phase4 III, but disclaim beneficial ownership except to the extent of their pecuniary interest therein, if any.

Remarks: This amendment is being filed solely to add the EDGAR CIK of Phase4 Ventures III GP LP. No other changes have been made to the Form 4 as originally filed on February 1, 2018.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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