Pharvaris N.V. — Major Shareholding Notification 2022

Feb 3, 2022

SC 13G 1 d299376dsc13g.htm SC 13G SC 13G

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Pharvaris, N.V.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

N69605108

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• 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).

CUSIP No. N69605108	Page 1 of 6

1	Names of Reporting Persons LSP V Coöperatieve U.A.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization The
Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 3,607,566
7	Sole Dispositive Power 0
8	Shared Dispositive Power 3,607,566

9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,607,566
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class
Represented by Amount in Row 9 10.9%
12	Type of Reporting
Person OO (Limited Liability Company)

CUSIP No. N69605108	Page 2 of 6

1	Names of Reporting Persons LSP V Management B.V .
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization The
Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 3,607,566
7	Sole Dispositive Power 0
8	Shared Dispositive Power 3,607,566

9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,607,566
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class
Represented by Amount in Row 9 10.9%
12	Type of Reporting
Person OO (Limited Liability Company)

CUSIP No. N69605108	Page 3 of 6

ITEM 1. (a) Name of Issuer:

Pharvaris, N.V. (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices:

J.H. Oortweg 21, 2333 CH Leiden, The Netherlands

ITEM 2. (a) Name of Person Filing:

This statement is being filed on behalf of LSP V Coöperatieve U.A. (“LSP V”) and LSP V Management B.V. (each a “Reporting Person” and, collectively, the “Reporting Persons”).

(b) Address or Principal Business Office:

The business address of the Reporting Persons is Johannes Vermeerplein 9, 1071 DV Amsterdam, the Netherlands.

(c) Citizenship of each Reporting Person is:

Each of the Reporting Persons is organized under the laws of The Netherlands.

(d) Title of Class of Securities:

Ordinary Shares, par value € 0.12 per share (“Ordinary Shares”).

(e) CUSIP Number:

N69605108

ITEM 3.

Not applicable.

ITEM 4. Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2021, based upon 33,128,593 Ordinary Shares outstanding as of April 22, 2021 as reported in the Issuer’s Annual Report on Form 20-F filed on April 29, 2021.

CUSIP No. N69605108	Page 4 of 6

Reporting Person — LSP V Coöperatieve U.A.	3,607,566	10.9 %	0	3,607,566	0	3,607,566
LSP V Management B.V	3,607,566	10.9 %	0	3,607,566	0	3,607,566

LSP V is the record holder of 3,607,566 Ordinary Shares. LSP V Management B.V. is the sole director of LSP V. The managing directors of LSP V Management B.V. are Martijn Kleijwegt, Rene Kuijten and Joachim Rothe. As such, LSP V Management B.V., Martijn Kleijwegt, Rene Kuijten and Joachim Rothe may be deemed to beneficially own the Ordinary Shares held of record by LSP V. Each of Mr. Kleijwegt, Mr. Kuijten and Mr. Rothe disclaims beneficial ownership of such shares.

ITEM 5. Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.

CUSIP No. N69605108	Page 5 of 6

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.

Date : February 3, 2022

LSP V Coöperatieve U.A.
By:	/s/ Martijn Kleijwegt
Name:	LSP V Management B.V.
Title:	Managing Director
Name:	Martijn Kleijwegt
Title:	Managing Director
By:	/s/ René Kuijten
Name:	LSP V Management B.V.
Title:	Managing Director
Name:	René Kuijten
Title:	Managing Director
LSP V Management B.V.
By:	/s/ Martijn Kleijwegt
Name:	Martijn Kleijwegt
Title:	Managing Director
By:	/s/ René Kuijten
Name:	René Kuijten
Title:	Managing Director

CUSIP No. N69605108	Page 6 of 6

LIST OF EXHIBITS

Exhibit No.	Description
99	Joint Filing Agreement.