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. 3)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) Consists of 289,932 Shares (as defined below) underlying certain Warrants (as defined below). The Warrants are subject to the Beneficial Ownership Limitation (as defined below).

(1) Consists of 289,932 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Consists of 200,367 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Consists of 200,367 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Consists of 24,069 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Consists of 24,069 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Consists of 490,299 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Consists of 517,242 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Consists of 517,242 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Consists of 517,242 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

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 one (61) days’ notice subject to the terms of the Warrants (the “Beneficial Ownership Limitation”). As of the close of business on December 31, 2022, the Beneficial Ownership Limitation does not limit the exercise of any of the Warrants held by the Reporting Persons.

As of the close of business on December 31, 2022, (i) BVF beneficially owned 289,932 Shares issuable upon the exercise of certain Warrants held by it, (ii) BVF2 beneficially owned 200,367 Shares issuable upon the exercise of certain Warrants held by it, and (iii) Trading Fund OS beneficially owned 24,069 Shares issuable upon the exercise of certain Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 289,932 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 200,367 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 24,069 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 490,299 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 517,242 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”), including 2,874 Shares issuable upon the exercise of certain Warrants held in the Partners Managed Account.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 517,242 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 517,242 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 Account, 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) 31,018,553 Shares outstanding as of December 31, 2022, which is the total number of Shares outstanding according to monthly information disclosed on the Issuer’s website, and (ii) certain or all of the 517,242 Shares issuable upon the exercise of the Warrants, as applicable.

As of the close of business on December 31, 2022, (i) BVF beneficially owned less than 1% of the outstanding Shares, (ii) BVF2 beneficially owned less than 1% 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 less than 1% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own less than 1% 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 1.6% of the outstanding Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 1.6% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).

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 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, 2023