Oyster Point Pharma (OYST) SC 13D/AOyster Point Pharma / Versant Venture Capital VI ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

(Amendment No. 6)*

OYSTER POINT PHARMA, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

69242L106

(CUSIP Number)

Versant Venture Capital VI, L.P.

Max Eisenberg

One Sansome Street, Suite 3630

San Francisco, CA 94104

415-801-8100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 3, 2023

(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. ☐

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.

Explanatory Note:

This Amendment No. 6 (“Amendment”) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the United States Securities and Exchange Commission (the “Commission”) on November 14, 2019, as amended by Amendment No. 1 filed with the Commission on March 1, 2021, Amendment No. 2 filed with the Commission on April 5, 2021, Amendment No. 3 filed with the Commission on May 24, 2021, Amendment No. 4 filed with the Commission on October 27, 2021 and Amendment No. 5 filed with the Commission on January 13, 2022 (collectively, the “Original Schedule 13D”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D.

Item 4. Purpose of Transaction.

On November 7, 2022, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Viatris Inc. (“Viatris”) and Viatris’s wholly owned subsidiary Iris Purchaser Inc., a Delaware corporation (“Purchaser”), relating to, among other things, the merger of Purchaser with the Issuer in an all cash transaction, pursuant to a tender offer (the “Offer”), with the Issuer surviving as a wholly owned subsidiary of Viatris. In connection with the Merger Agreement, Versant IV, Side Fund IV, Versant VI and Vantage I LP (collectively, the “Versant Stockholders”) and certain other stock holders (each a “Stockholder” and together, the “Stockholders”) entered into a tender and support agreement (the “Support Agreement”) with Viatris and Purchaser pursuant to which each Stockholder agreed, among other things, and subject to the terms and conditions of the Support Agreement, (i) to tender all of the shares of Common Stock held by such Stockholder (the “Subject Shares”) in the Offer, subject to certain exceptions (including the termination of the Merger Agreement in accordance with its terms), (ii) to vote against other proposals to acquire the Company and (iii) to certain other restrictions on its ability to take actions with respect to the Company and its shares of Common Stock. The foregoing descriptions of the Merger Agreement and Support Agreement are qualified in their entirety by reference to the full text of such agreements. The Support Agreement is included as Exhibit 99(D)(3) of the Issuer’s Schedule TO filed with the Commission on December 1, 2022. The Merger Agreement is included as Exhibit 2.1 of the Issuer’s Form 8-K, filed with the Commission on November 8, 2022. Both the Support Agreement and Merger Agreement are incorporated herein by reference.

The Offer and related withdrawal rights expired on December 31, 2022, and as a result of the satisfaction of the Minimum Condition (as defined in the Offer) and each of the other conditions to the Offer, on January 3, 2023, Purchaser accepted for payment all Common Stock that was validly tendered (and not properly withdrawn) pursuant to the Offer. The Versant Stockholders tendered 3,657,618 shares of Common Stock, which constituted all of each of their respective shares of Common Stock of the Issuer in the Offer for the right to receive (a) a cash payment of $11.00 per share (the “Cash Amount”) and (b) one non-transferable contractual contingent value right representing the right to receive any applicable milestone payment if specified milestones are achieved (together with the Cash Amount, the “Per Share Price”). Following the consummation of the Offer, the remaining conditions to the merger set forth in the Merger Agreement were satisfied, and on January 3, 2023, Purchaser was merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Viatris.

Item 5. Interest in Securities of the Issuer.

The information set forth in Item 4 of this Amendment is incorporated herein by reference.

Solely on behalf of, and only to the extent that it relates to the Reporting Persons, Item 5 of the Original Schedule 13D is hereby amended as follows:

(a) and (b) See Items 7-11 of the cover pages of this Amendment.

(c) Except as reported in this Amendment, none of the Reporting Persons has effected any transactions in the Issuer’s securities within the past 60 days.

(e) As of January 3, 2023, the Reporting Persons ceased to beneficially own more than 5% of the Issuer’s outstanding Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.