Sec Form 4 Filing - Longitude Capital Partners III, LLC @ 89bio, Inc. - 2019-11-11

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FORM 4
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
Longitude Capital Partners III, LLC
2. Issuer Name and Ticker or Trading Symbol
89bio, Inc. [ ETNB]
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)
2740 SAND HILL RD 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/11/2019
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
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 11/11/2019 P 575,000 ( 1 ) A $ 16 575,000 I See footnote ( 3 )
Common Stock 11/13/2019 C 1,916,787 A 2,491,787 I See footnote ( 3 )
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
Series A Preferred Stock ( 2 ) 11/13/2019 C 11,916,667 ( 2 ) ( 2 ) Common Stock 1,916,787 $ 0 0 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Longitude Capital Partners III, LLC
2740 SAND HILL RD 2ND FLOOR
MENLO PARK, CA94025
X
Longitude Venture Partners III, L.P.
2740 SAND HILL RD 2ND FLOOR
MENLO PARK, CA94025
X
Tammenoms Bakker Juliet
2740 SAND HILL RD 2ND FLOOR
MENLO PARK, CA94025
X
ENRIGHT PATRICK G
2740 SAND HILL RD 2ND FLOOR
MENLO PARK, CA94025
X
Signatures
Longitude Venture Partners III, L.P.; By /s/ Patrick G. Enright, Managing Member 11/13/2019
Signature of Reporting Person Date
Longitude Capital Partners III, LLC; By /s/ Patrick G. Enright, Managing Member 11/13/2019
Signature of Reporting Person Date
/s/ Juliet Tammenoms Bakker 11/13/2019
Signature of Reporting Person Date
/s/ Patrick G. Enright 11/13/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 11, 2019, Longitude Venture Partners III, L.P. ("Longitude Venture III") purchased 575,000 shares of the Issuer's common stock at a price of $16.00 per share in the Issuer's initial public offering.
( 2 )The Series A Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-6.217 basis immediately prior the closing of the Issuer's initial public offering on November 13, 2019 and had no expiration date.
( 3 )These shares are held directly by Longitude Venture III. Longitude Capital Partners III, LLC ("Longitude Capital III") is the general partner of Longitude Venture III and may be deemed to have shared voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of Longitude Capital III (each a "Manager" and collectively, the "Managers") and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of Longitude Capital III and the Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

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