GYRE THERAPEUTICS, INC.

Major Shareholding Notification • Feb 12, 2018

SC 13G 1 p18-0262sc13g.htm CATALYST BIOSCIENCES, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Catalyst
Biosciences, Inc.
(Name of Issuer)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
14888D208
(CUSIP Number)
December
31, 2017
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 8 Pages)

---

*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 the disclosures provided in a prior cover page.

The information required in 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).

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CUSIP No. 14888D208 13G Page 2 of 8 Pages

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1	NAME OF REPORTING PERSON venBio Select Advisor LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 400,000
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 400,000
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9%
12	TYPE OF REPORTING PERSON OO, IA

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CUSIP No. 14888D208 13G Page 3 of 8 Pages

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1	NAME OF REPORTING PERSON Behzad Aghazadeh
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 400,000
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 400,000
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. 14888D208 13G Page 4 of 8 Pages

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Item 1(a).
Catalyst Biosciences, Inc. (the “ Issuer ”)

Item 1(b).
260 Littlefield Avenue, South San Francisco, CA 94080

| Item 2(a). |
| --- |
| This statement is filed by: (i) venBio Select Advisor LLC,
a Delaware limited liability company (“ venBio ”), which provides investment advisory and management services
and has acquired the securities of the Issuer solely for investment purposes on behalf of venBio Select Fund LLC, a Delaware limited
liability company, and certain managed accounts and (ii) Behzad Aghazadeh (“ Dr. Aghazadeh ,” and together with
venBio, the “ Reporting Persons ”), who serves as the portfolio manager and controlling person of venBio. The filing of this statement should not be construed as an admission
that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein. |

Item 2(b).
The address of the business office of each of the Reporting Persons is 120 West 45th Street, Suite 2802, New York, NY 10036.

Item 2(c).
venBio is a Delaware limited liability company. Dr. Aghazadeh is a United States citizen.

Item 2(d).
Common Stock, par value $0.001 per share (the " Common Stock ")

Item 2(e).
14888D208

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CUSIP No. 14888D208 13G Page 5 of 8 Pages

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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	þ	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	þ	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________

| Item 4. |
| --- |
| The information required by Items 4(a) - (c) is set forth in Rows
5 - 11 of the cover page and is incorporated herein by reference. The percentage set forth in Row 11 of this Schedule 13G is calculated
based upon 5,813,780 shares of Common Stock outstanding, which assumes the closing of the public offering reported in the Issuer’s
Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on December 21, 2017. |

Item 5.
Not applicable.

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CUSIP No. 14888D208 13G Page 6 of 8 Pages

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Item 6.
See Item 2. venBio Select Fund LLC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION

Each Reporting Person hereby makes the following certification:

By signing below the Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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SIGNATURES

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

DATE: February 12, 2018

venBio Select Advisor LLC
/s/ Scott Epstein
Name: Scott Epstein
Title: Chief Financial Officer & Chief Compliance Officer
/s/ Behzad Aghazadeh
BEHZAD AGHAZADEH

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CUSIP No. 14888D208 13G Page 8 of 8 Pages

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EXHIBIT 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: February 12, 2018

venBio Select Advisor LLC
/s/ Scott Epstein
Name: Scott Epstein
Title: Chief Financial Officer & Chief Compliance Officer
/s/ Behzad Aghazadeh
BEHZAD AGHAZADEH