Pharvaris N.V. — Major Shareholding Notification 2024

Feb 15, 2024

SC 13G/A 1 tm246235d16_sc13ga.htm SC 13G/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Pharvaris N.V.

(Name of Issuer)

Ordinary shares, par value €0.12 per share

(Title of Class of Securities)

N69605108

(CUSIP Number)

December 31, 2023

(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)
x	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).

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CUSIP No. N69605108 Page 2 of 14

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| 1. | Names
of Reporting Persons Venrock Healthcare Capital Partners III, L.P. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) x (1) (b) ¨ | |
| 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 0 |
| | 6. | Shared
Voting Power 3,395,606 (2) |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 3,395,606 (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,395,606 (2) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.5% (3) | |
| 12. | Type
of Reporting Person (See Instructions) PN | |

(1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

(2) Consists of (i) 564,312 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 56,444 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,774,850 shares held by Venrock Healthcare Capital Partners EG, L.P.

(3) This percentage is calculated based upon 52,108,675 ordinary shares outstanding as of December 8, 2023 as disclosed in the Issuer’s prospectus supplement dated December 6, 2023 filed with the Securities and Exchange Commission on December 7, 2023.

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CUSIP No. N69605108 Page 3 of 14

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| 1. | Names
of Reporting Persons VHCP Co-Investment Holdings III, LLC | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) x (1) (b) ¨ | |
| 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 0 |
| | 6. | Shared
Voting Power 3,395,606 (2) |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 3,395,606 (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,395,606 (2) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.5% (3) | |
| 12. | Type
of Reporting Person (See Instructions) OO | |

(1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

(2) Consists of (i) 564,312 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 56,444 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,774,850 shares held by Venrock Healthcare Capital Partners EG, L.P.

(3) This percentage is calculated based upon 52,108,675 ordinary shares outstanding as of December 8, 2023 as disclosed in the Issuer’s prospectus supplement dated December 6, 2023 filed with the Securities and Exchange Commission on December 7, 2023.

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CUSIP No. N69605108 Page 4 of 14

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| 1. | Names
of Reporting Persons Venrock Healthcare Capital Partners EG, L.P. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) x (1) (b) ¨ | |
| 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 0 |
| | 6. | Shared
Voting Power 3,395,606 (2) |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 3,395,606 (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,395,606 (2) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.5% (3) | |
| 12. | Type
of Reporting Person (See Instructions) PN | |

(1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

(2) Consists of (i) 564,312 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 56,444 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,774,850 shares held by Venrock Healthcare Capital Partners EG, L.P.

(3) This percentage is calculated based upon 52,108,675 ordinary shares outstanding as of December 8, 2023 as disclosed in the Issuer’s prospectus supplement dated December 6, 2023 filed with the Securities and Exchange Commission on December 7, 2023.

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CUSIP No. N69605108 Page 5 of 14

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| 1. | Names
of Reporting Persons VHCP Management III, LLC | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) x (1) (b) ¨ | |
| 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 0 |
| | 6. | Shared
Voting Power 3,395,606 (2) |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 3,395,606 (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,395,606 (2) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.5% (3) | |
| 12. | Type
of Reporting Person (See Instructions) OO | |

(1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

(2) Consists of (i) 564,312 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 56,444 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,774,850 shares held by Venrock Healthcare Capital Partners EG, L.P.

(3) This percentage is calculated based upon 52,108,675 ordinary shares outstanding as of December 8, 2023 as disclosed in the Issuer’s prospectus supplement dated December 6, 2023 filed with the Securities and Exchange Commission on December 7, 2023.

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CUSIP No. N69605108 Page 6 of 14

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| 1. | Names
of Reporting Persons VHCP Management EG, LLC | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) x (1) (b) ¨ | |
| 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 0 |
| | 6. | Shared
Voting Power 3,395,606 (2) |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 3,395,606 (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,395,606 (2) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.5% (3) | |
| 12. | Type
of Reporting Person (See Instructions) OO | |

(1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

(2) Consists of (i) 564,312 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 56,444 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,774,850 shares held by Venrock Healthcare Capital Partners EG, L.P.

(3) This percentage is calculated based upon 52,108,675 ordinary shares outstanding as of December 8, 2023 as disclosed in the Issuer’s prospectus supplement dated December 6, 2023 filed with the Securities and Exchange Commission on December 7, 2023.

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CUSIP No. N69605108 Page 7 of 14

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| 1. | Names
of Reporting Persons Shah, Nimish | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) x (1) (b) ¨ | |
| 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 0 |
| | 6. | Shared
Voting Power 3,395,606 (2) |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 3,395,606 (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,395,606 (2) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.5% (3) | |
| 12. | Type
of Reporting Person (See Instructions) IN | |

(1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

(2) Consists of (i) 564,312 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 56,444 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,774,850 shares held by Venrock Healthcare Capital Partners EG, L.P.

(3) This percentage is calculated based upon 52,108,675 ordinary shares outstanding as of December 8, 2023 as disclosed in the Issuer’s prospectus supplement dated December 6, 2023 filed with the Securities and Exchange Commission on December 7, 2023.

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CUSIP No. N69605108 Page 8 of 14

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| 1. | Names
of Reporting Persons Koh, Bong | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) x (1) (b) ¨ | |
| 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 0 |
| | 6. | Shared
Voting Power 3,395,606 (2) |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 3,395,606 (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,395,606 (2) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.5% (3) | |
| 12. | Type
of Reporting Person (See Instructions) IN | |

(1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

(2) Consists of (i) 564,312 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 56,444 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,774,850 shares held by Venrock Healthcare Capital Partners EG, L.P.

(3) This percentage is calculated based upon 52,108,675 ordinary shares outstanding as of December 8, 2023 as disclosed in the Issuer’s prospectus supplement dated December 6, 2023 filed with the Securities and Exchange Commission on December 7, 2023.

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CUSIP No. N69605108 Page 9 of 14

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Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP EG”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management EG” and collectively with VHCP III LP, VHCP Co-Investment III, VHCP EG and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of the Ordinary Shares of Pharvaris N.V.

Item 1. — (a)	Name of Issuer Pharvaris N.V.
(b)	Address of Issuer’s Principal Executive
Offices Emmy Noetherweg 2 2333 BK Leiden The Netherlands
Item 2.
(a)	Name of Person Filing Venrock Healthcare Capital Partners III, L.P. VHCP Co-Investment Holdings III, LLC Venrock Healthcare Capital Partners EG, L.P. VHCP Management III, LLC VHCP Management EG, LLC Nimish Shah Bong Koh
(b)	Address of Principal Business Office or, if none,
Residence
	New York Office:	Palo Alto Office:
	7 Bryant Park	3340 Hillview Avenue
	23rd Floor	Palo Alto, CA 94304
	New York, NY 10018
(c)	Citizenship All of the Venrock Entities were organized
in Delaware. The individuals are both United States citizens.
(d)	Title of Class of Securities Ordinary shares, par value €0.12 per share
(e)	CUSIP Number N69605108

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Item 3.
Not applicable

Item 4.
(a)	Amount beneficially owned as of December 31, 2023:

Venrock Healthcare Capital Partners III, L.P.	3,395,606 (1)
VHCP Co-Investment Holdings III, LLC	3,395,606 (1)
Venrock Healthcare Capital Partners EG, L.P.	3,395,606 (1)
VHCP Management III, LLC	3,395,606 (1)
VHCP Management EG, LLC	3,395,606 (1)
Nimish Shah	3,395,606 (1)
Bong Koh	3,395,606 (1)

(b) Percent of class as of December 31, 2023:

Venrock Healthcare Capital Partners III, L.P.	6.5% (2)
VHCP Co-Investment Holdings III, LLC	6.5% (2)
Venrock Healthcare Capital Partners EG, L.P.	6.5% (2)
VHCP Management III, LLC	6.5% (2)
VHCP Management EG, LLC	6.5% (2)
Nimish Shah	6.5% (2)
Bong Koh	6.5% (2)

(c)
(i)	Sole power to vote or to direct
the vote:

Venrock Healthcare Capital Partners III, L.P.	0
VHCP Co-Investment Holdings III, LLC	0
Venrock Healthcare Capital Partners EG, L.P.	0
VHCP Management III, LLC	0
VHCP Management EG, LLC	0
Nimish Shah	0
Bong Koh	0

(ii) Shared power to vote or to direct the vote:

Venrock Healthcare Capital Partners III, L.P.	3,395,606 (1)
VHCP Co-Investment Holdings III, LLC	3,395,606 (1)
Venrock Healthcare Capital Partners EG, L.P.	3,395,606 (1)
VHCP Management III, LLC	3,395,606 (1)
VHCP Management EG, LLC	3,395,606 (1)
Nimish Shah	3,395,606 (1)
Bong Koh	3,395,606 (1)

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(iii) Sole power to dispose or to direct the disposition of:

Venrock Healthcare Capital Partners III, L.P.	0
VHCP Co-Investment Holdings III, LLC	0
Venrock Healthcare Capital Partners EG, L.P.	0
VHCP Management III, LLC	0
VHCP Management EG, LLC	0
Nimish Shah	0
Bong Koh	0

(iv) Shared power to dispose or to direct the disposition of:

Venrock Healthcare Capital Partners III, L.P.	3,395,606 (1)
VHCP Co-Investment Holdings III, LLC	3,395,606 (1)
Venrock Healthcare Capital Partners EG, L.P.	3,395,606 (1)
VHCP Management III, LLC	3,395,606 (1)
VHCP Management EG, LLC	3,395,606 (1)
Nimish Shah	3,395,606 (1)
Bong Koh	3,395,606 (1)

(1) Consists of (i) 564,312 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 56,444 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,774,850 shares held by Venrock Healthcare Capital Partners EG, L.P. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.

(2) This percentage is calculated based upon 52,108,675 ordinary shares outstanding as of December 8, 2023 as disclosed in the Issuer’s prospectus supplement dated December 6, 2023 filed with the Securities and Exchange Commission on December 7, 2023.

| Item 5. |
| --- |
| If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ¨ |

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CUSIP No. N69605108 Page 12 of 14

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| 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 or Control Person |
| | 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 |
| | By signing below I certify that, to the best of my 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 such purpose
or effect. |

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CUSIP No. N69605108 Page 13 of 14

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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.

Dated: February 14, 2024

| Venrock Healthcare Capital Partners
III, L.P. — By: | VHCP Management III, LLC | Venrock Healthcare Capital Partners
EG, L.P. — By: | VHCP Management EG, LLC |
| --- | --- | --- | --- |
| Its: | General Partner | Its: | General Partner |
| By: | /s/ Sherman
G. Souther | By: | /s/ Sherman
G. Souther |
| | Name: Sherman G. Souther | | Name: Sherman G. Souther |
| | Its: Authorized Signatory | | Its: Authorized Signatory |
| VHCP Co-Investment Holdings III, LLC | | | |
| By: | VHCP Management III, LLC | | |
| Its: | Manager | | |
| By: | /s/ Sherman
G. Souther | | |
| | Name: Sherman G. Souther | | |
| | Its: Authorized Signatory | | |
| VHCP Management III, LLC | | VHCP Management EG, LLC | |
| By: | /s/ Sherman
G. Souther | By: | /s/ Sherman
G. Souther |
| | Name: Sherman G. Souther | | Name: Sherman G. Souther |
| | Its: Authorized Signatory | | Its: Authorized Signatory |
| Nimish Shah | | | |
| /s/
Sherman G. Souther | | | |
| Sherman G. Souther, Attorney-in-fact | | | |
| Bong Koh | | | |
| /s/
Sherman G. Souther | | | |
| Sherman G. Souther, Attorney-in-fact | | | |

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CUSIP No. N69605108 Page 14 of 14

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EXHIBITS

A: Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on November 30, 2023)

B: Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed November 30, 2023)

C: Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on November 30, 2023)

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