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Sec Form 4 Filing - Topper James N @ Frazier Lifesciences Acquisition Corp - 2020-12-11

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Topper James N
2. Issuer Name and Ticker or Trading Symbol
Frazier Lifesciences Acquisition Corp [ FLAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
601 UNION STREET, SUITE 3200
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2020
(Street)
SEATTLE, WA98101
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
Class A Ordinary Shares 12/11/2020 A 501,000 A $ 10 501,000 D ( 1 ) ( 2 ) ( 3 )
Class A Ordinary Shares 12/11/2020 P 1,000,000 A $ 10 1,000,000 D ( 4 ) ( 5 )
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
Warrants $ 11.5 12/11/2020 A 167,000 ( 6 ) ( 7 ) Class A Ordinary Shares 167,000 ( 1 ) 167,000 D ( 1 ) ( 2 ) ( 3 )
Warrants $ 11.5 12/11/2020 A 333,333 ( 6 ) ( 7 ) Class A Ordinary Shares 333,333 ( 4 ) 333,333 D ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Topper James N
601 UNION STREET
SUITE 3200
SEATTLE, WA98101
X Chief Executive Officer
Frazier Lifesciences Sponsor LLC
601 UNION STREET
SUITE 3200
SEATTLE, WA98101
X X
Frazier Life Sciences X, L.P.
601 UNION STREET
SUITE 3200
SEATTLE, WA98101
X
FHMLS X, L.P.
601 UNION STREET
SUITE 3200
SEATTLE, WA98101
X
FHMLS X, L.L.C.
601 UNION STREET
SUITE 3200
SEATTLE, WA98101
X
Heron Patrick J
601 UNION STREET
SUITE 3200
SEATTLE, WA98101
X
Signatures
/s/ James N. Topper 12/11/2020
** Signature of Reporting Person Date
/s/ James N. Topper, as Manager of Frazier Lifesciences Sponsor LLC 12/11/2020
** Signature of Reporting Person Date
/s/ James N. Topper, as Managing Director of FHMLS X, L.L.C., the general partner of FHMLS X, L.P., the general partner of Frazier Life Sciences X, L.P. 12/11/2020
** Signature of Reporting Person Date
/s/ James N. Topper, as Managing Director of FHMLS X, L.L.C., the general partner of FHMLS X, L.P. 12/11/2020
** Signature of Reporting Person Date
/s/ James N. Topper, as Managing Director of FHMLS X, L.L.C. 12/11/2020
** Signature of Reporting Person Date
/s/ James N. Topper, Attorney-in-Fact for Patrick J. Heron 12/11/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Frazier Lifesciences Sponsor LLC (the "Sponsor") is the record holder of the securities. The reported Class A ordinary shares and warrants are within the [465,000] private placement units of the Issuer, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-250858) (the "Registration Statement") under the heading "Description of Securities," purchased by the Sponsor for $10.00 per private placement unit. The private placement units were purchased in a private placement that closed simultaneously with the closing of the Issuer's initial public offering. Each unit consists of one share of Class A ordinary share and one-third of one warrant, with each whole warrant entitling the holder to purchase one share of Class A ordinary share at $11.50 per share.
( 2 )Frazier Life Sciences X, L.P. is the sole member of Frazier Lifesciences Sponsor LLC. 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. and FHMLS X, L.L.C. Mr. Topper is the Chief Executive Officer and Chairman of the Board of Directors (the "Board") of the Issuer.
( 3 )By virtue of Mr. Topper's representation on the Issuer's Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of Frazier Life Sciences X, L.P., FHMLS X, L.P., FHMLS X, L.L.C., Mr. Topper and Mr. Heron may be deemed directors by deputization of the Issuer. As such, each of such entity or person may be deemed to have or share beneficial ownership of the common stock held directly by Frazier Lifesciences Sponsor LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 4 )Frazier Life Sciences X, L.P. is the record holder of the securities. The reported Class A ordinary shares and warrants are within the 1,000,000 units of the Issuer, as described in the Registration Statement, purchased by Frazier Lifesciences X, L.P. in the Issuer's initial public offering for $10.00 per unit. Each unit consists of one share of Class A ordinary share and one-third of one warrant, with each whole warrant entitling the holder to purchase one share of Class A ordinary share at $11.50 per share.
( 5 )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. and FHMLS X, L.L.C. Mr. Topper is the Chief Executive Officer and Chairman of the Board of the Issuer. By virtue of Mr. Topper's representation on the Issuer's Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, FHMLS X, L.P., FHMLS X, L.L.C., Mr. Topper and Mr. Heron may be deemed directors by deputization of the Issuer. As such, each such person may be deemed to have or share beneficial ownership of the common stock held directly by Frazier Life Sciences X, L.P. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 6 )The warrants will become exercisable on the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering.
( 7 )The warrants will expire five years after the completion of the Issuer's initial business combination.

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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