PHAXIAM Therapeutics (PHXM) SC 13D/AErytech Pharma / BIOTECHNOLOGY VALUE FUND L P ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

ERYTECH Pharma S.A.

(Name of Issuer)

Ordinary Shares, nominal value €0.10 per share

(Title of Class of Securities)

29604W108

(CUSIP Number)

JAMES KRATKY

BVF Partners L.P.

44 Montgomery St., 40th Floor

San Francisco, California 94104

(415) 525-8890

ADAM W. FINERMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 27, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

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 310,194 American Depositary Shares (“ADSs”), each of which represents one (1) Share (as defined below).

¹ Includes 310,194 ADSs, each of which represents one (1) Share.

¹ Includes 198,372 ADSs, each of which represents one (1) Share.

¹ Includes 198,372 ADSs, each of which represents one (1) Share.

¹ Includes 53,195 ADSs, each of which represents one (1) Share.

¹ Includes 53,195 ADSs, each of which represents one (1) Share.

¹ Includes 508,566 ADSs, each of which represents one (1) Share.

¹ Includes 625,000 ADSs, each of which represents one (1) Share.

¹ Includes 625,000 ADSs, each of which represents one (1) Share.

¹ Includes 625,000 ADSs, each of which represents one (1) Share.

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (this “Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Items 5(a)-(c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based on 20,057,562 Shares outstanding as of January 29, 2021, as disclosed by the Issuer.

As of the close of business on January 29, 2021, (i) BVF beneficially owned 2,144,331 Shares, including 310,194 ADSs, representing percentage ownership of approximately 10.7% of the Shares outstanding, (ii) BVF2 beneficially owned 1,579,621 Shares, including 198,372 ADSs, representing percentage ownership of approximately 7.9% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 260,060 Shares, including 53,195 ADSs, representing percentage ownership of approximately 1.3% of the Shares outstanding and (iv) 97,929 Shares, including 63,239 ADSs, were held in the Partners Managed Accounts, representing percentage ownership of less than 1% of the Shares outstanding.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 2,144,331 Shares beneficially owned by BVF, representing percentage ownership of approximately 10.7% of the Shares outstanding.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 1,579,621 Shares beneficially owned by BVF2, representing percentage ownership of approximately 7.9% of the Shares outstanding.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 260,060 Shares beneficially owned by Trading Fund OS, representing percentage ownership of approximately 1.3% of the Shares outstanding.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 3,723,952 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 18.6% of the Shares outstanding.

Partners, as the general partner of BVF and BVF2, the sole member of Partners OS, and the investment manager of Trading Fund OS and the Partners Managed Accounts, may be deemed to beneficially own the 4,081,941 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and the Partners Managed Accounts, representing percentage ownership of approximately 20.4% of the Shares outstanding.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 4,081,941 Shares beneficially owned by Partners, representing percentage ownership of approximately 20.4% of the Shares outstanding.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 4,081,941 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 20.4% of the Shares outstanding.

(b)       Each of BVF, BVF2, and Trading Fund OS, shares with Partners voting and dispositive power over the Shares each such entity beneficially owns. BVF shares with BVF GP voting and dispositive power over the Shares beneficially owned by BVF. BVF2 shares with BVF2 GP voting and dispositive power over the Shares beneficially owned by BVF2. Each of BVF GP and BVF2 GP shares with BVF GPH voting and dispositive power over the Shares each such entity beneficially owns. Trading Fund OS, shares with Partners OS, voting and dispositive power over the Shares beneficially owned by Trading Fund OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 4,081,941 Shares they may be deemed to beneficially own with BVF, BVF GP, BVF2, BVF2 GP, Trading Fund OS, Partners OS, BVF GPH and the Partners Managed Accounts.

(c)       Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D. All of such transactions were effected in the open market.

SIGNATURES

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: January 29, 2021

Schedule A

Transactions in the Shares Since the Filing of Amendment No. 4 to the Schedule 13

BIOTECHNOLOGY VALUE FUND, L.P.

BIOTECHNOLOGY VALUE FUND II, L.P.

BIOTECHNOLOGY VALUE TRADING FUND OS LP

BVF PARTNERS L.P. (THROUGH THE PARTNERS MANAGED ACCOUNTS)