ContraFect (CFRXQ) SC 13G/ACONTRAFECT / BIOTECHNOLOGY VALUE FUND L P ownership change

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              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 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).

(1) Includes 81,457 Shares (as defined in Item 2) issuable upon the exercise of certain 2022 Warrants (as defined in Item 4) and 627,431 Shares issuable upon the exercise of certain 2023 Warrants (as defined in Item 4).

(1) Includes 81,457 Shares issuable upon the exercise of certain 2022 Warrants and 627,431 Shares issuable upon the exercise of certain 2023 Warrants.

(1) Includes 52,475 Shares issuable upon the exercise of certain 2022 Warrants and 468,740 Shares issuable upon the exercise of certain 2023 Warrants.

(1) Includes 52,475 Shares issuable upon the exercise of certain 2022 Warrants and 468,740 Shares issuable upon the exercise of certain 2023 Warrants.

(1) Includes 14,595 Shares issuable upon the exercise of certain 2022 Warrants and 81,341 Shares issuable upon the exercise of certain 2023 Warrants.

(1) Includes 14,595 Shares issuable upon the exercise of certain 2022 Warrants and 81,341 Shares issuable upon the exercise of certain 2023 Warrants.

(1) Includes 133,932 Shares issuable upon the exercise of certain 2022 Warrants and 1,096,170 Shares issuable upon the exercise of certain 2023 Warrants.

(1) Includes 174,999 Shares issuable upon the exercise of the 2022 Warrants and 1,200,000 Shares issuable upon the exercise of the 2023 Warrants.

(1) Includes 174,999 Shares issuable upon the exercise of the 2022 Warrants and 1,200,000 Shares issuable upon the exercise of the 2023 Warrants.

(1) Includes 174,999 Shares issuable upon the exercise of the 2022 Warrants and 1,200,000 Shares issuable upon the exercise of the 2023 Warrants.

ContraFect Corporation, a Delaware corporation (the “Issuer”).

28 Wells Avenue, 3rd Floor

Yonkers, New York 10701

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, par value $0.0001 per share (the “Shares”)

212326300

The Reporting Persons hold an aggregate of 349,997 warrants, exercisable for an aggregate of 174,999 Shares (the “2022 Warrants”). Each 2022 Warrant is exercisable for ½ of a Share. The 2022 Warrants are only exercisable to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would not beneficially own more than 9.99% of the outstanding Shares after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the 2022 Warrant (the “2022 Beneficial Ownership Limitation”). As of the date hereof, the 2022 Beneficial Ownership Limitation does not limit the exercise of any of the 2022 Warrants held by the Reporting Persons.

The Reporting Persons hold an aggregate of 1,600,000 warrants, exercisable for an aggregate of 1,200,000 Shares (the “2023 Warrants”, and together with the 2022 Warrants, the “Warrants”). Each 2023 Warrant is exercisable for ¾ of a Share. The 2023 Warrants are only exercisable to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would not beneficially own more than 9.99% of the outstanding Shares after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the 2023 Warrant (the “2023 Beneficial Ownership Limitation”). As of the date hereof, the 2023 Beneficial Ownership Limitation does not limit the exercise of any of the 2023 Warrants held by the Reporting Persons

As of the close of business on July 19, 2022 (i) BVF beneficially owned 963,170 Shares, including 81,457 Shares issuable upon the exercise of certain 2022 Warrants and 627,431 Shares issuable upon the exercise of certain 2023 Warrants, (ii) BVF2 beneficially owned 709,349 Shares, including 52,475 Shares issuable upon the exercise of certain 2022 Warrants and 468,740 Shares issuable upon the exercise of certain 2023 Warrants, and (iii) Trading Fund OS beneficially owned 118,309 Shares, including 14,595 Shares issuable upon the exercise of certain 2022 Warrants and 81,341 Shares issuable upon the exercise of certain 2023 Warrants.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 963,170 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 709,349 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 118,309 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 1,672,518 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the general partner of BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 1,847,299 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in certain Partners managed accounts (the “Partners Managed Accounts”), including 56,472 Shares held in the Partners Managed Accounts (which includes 26,472 Shares issuable upon the exercise of certain 2022 Warrants and 22,490 Shares issuable upon the exercise of certain 2023 Warrants).

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 1,847,299 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 1,847,299 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on a denominator that is the sum of (i) 39,332,721 Shares outstanding as of May 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 16, 2022, and (ii) certain or all of the 1,374,999 Shares issuable upon the exercise of the Warrants, as applicable.

As of the close of business on July 19, 2022 (i) BVF beneficially owned approximately 2.4% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 1.8% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 2.4% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 1.8% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 4.1% of the outstanding Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 4.5% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Accounts).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Shares, check the following [X].

Not applicable

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on October 20, 2020.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 19, 2022