PHAXIAM Therapeutics (PHXM) SC 13G/AErytech Pharma / 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. 1)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 696,770 American Depositary Shares (“ADSs”), each of which represents one (1) Share (as defined below).

(1) Includes 696,770 ADSs, each of which represents one (1) Share.

(1) Includes 465,528 ADSs, each of which represents one (1) Share.

(1) Includes 465,528 ADSs, each of which represents one (1) Share.

(1) Includes 85,287 ADSs, each of which represents one (1) Share.

(1) Includes 85,287 ADSs, each of which represents one (1) Share.

(1) Includes 1,162,298 ADSs, each of which represents one (1) Share.

(1) Includes 1,314,656 ADSs, each of which represents one (1) Share.

(1) Includes 1,314,656 ADSs, each of which represents one (1) Share.

(1) Includes 1,314,656 ADSs, each of which represents one (1) Share.

ERYTECH Pharma S.A., a French corporation (the “Issuer”).

Bâtiment Adénine

60 Avenue Rockefeller

69008 Lyon France

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.”

Ordinary Shares, nominal value €0.10 per share (the “Shares”).

29604W108

The Reporting Persons hold 517,242 warrants (the “Warrants”), exercisable for an aggregate of 517,242 Shares. The Warrants have an exercise price of €7.50 per share and expire on the second anniversary of the date of issuance. The Reporting Persons may not exercise any portion of the Warrants held by them to the extent that immediately prior to or after giving effect to such exercise, the Reporting Persons would own more than 4.99% of the outstanding Shares immediately after exercise, which percentage may be changed at the Reporting Persons’ election to a higher or lower percentage not in excess of 9.99% upon sixty (61) days’ notice subject to the terms of the Warrants (the “Beneficial Ownership Limitation”). In providing beneficial ownership described herein, the Reporting Persons have assumed that zero out of 517,242 Warrants owned by the Reporting Persons have been exercised due to the Beneficial Ownership Limitation. As of the close of business on December 31, 2021, (i) BVF beneficially owned 2,714,807 Shares, including 696,770 ADSs and excluding 289,932 Shares underlying certain Warrants held by it, (ii) BVF2 beneficially owned 1,979,682 Shares, including 465,528 ADSs and excluding 200,367 Shares underlying certain Warrants held by it, and (iii) Trading Fund OS beneficially owned 312,664 Shares, including 85,287 ADSs and excluding 24,069 Shares underlying certain Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 2,714,807 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 1,979,682 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 312,664 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 4,694,489 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 5,119,183 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held those certain Partners managed accounts (the “Partners Managed Accounts”), including 44,959 Shares, including 67,071 ADSs and excluding 2,874 Warrants held in the Partners Managed Accounts.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 5,119,183 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 5,119,183 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 31,018,553 Shares outstanding as of December 31, 2021, which is the total number of Shares outstanding as disclosed in a press release by the Issuer on January 10, 2022.

As of the close of business on December 31, 2021, (i) BVF beneficially owned approximately 8.8% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 6.4% of the outstanding Shares, (iii) Trading Fund OS beneficially owned approximately 1.0% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 8.8% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 6.4% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own approximately 1.0% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 15.1% of the outstanding Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 16.5% 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.

Not Applicable.

BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF2 GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Accounts.

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on March 10, 2021.

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: February 14, 2022