UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Eiger BioPharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
28249U 10 5
(CUSIP Number)
INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CALIFORNIA 94025
TELEPHONE: (650) 854-8585
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 18, 2018
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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).
| CUSIP No. 28249U 10 5 | 13D |
| 1. | Name of Reporting Persons
InterWest Partners X, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
California, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
1,360,027 shares of Common Stock (2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,360,027 shares of Common Stock (2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,360,027 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
9.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Schedule 13D is filed by InterWest Partners X, L.P. (“InterWest X”), InterWest Management Partners X, LLC (“IMP X,” together with InterWest X, the “InterWest Entities”), Gilbert H. Kliman (“Kliman”), Arnold L. Oronsky (“Oronsky”) Khaled A. Nasr (“Nasr”) and Keval Desai (“Desai”). Together with the InterWest Entities, Messrs. Kliman, Oronsky, Nasr and Desai are herein collectively referred to as the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X. Messrs. Kliman and Oronsky are Managing Directors of IMP X, and Messrs. Nasr and Desai are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X. |
| (3) | This percentage set forth on the cover sheets is calculated based on 14,244,272 shares (as of August 6, 2018) of the Issuer’s Common Stock outstanding as set forth in the Issuer’s Form 10-Q for quarterly period ended June 30, 2018 as filed with the Securities and Exchange Commission on August 10, 2018. |
2.
| CUSIP No. 28249U 10 5 | 13D |
| 1. | Name of Reporting Persons
InterWest Management Partners X, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
California, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
1,360,027 shares of Common Stock (2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,360,027 shares of Common Stock (2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,360,027 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
9.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X. Messrs. Kliman and Oronsky are Managing Directors of IMP X, and Messrs. Nasr and Desai are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X. |
| (3) | This percentage set forth on the cover sheets is calculated based on 14,244,272 shares (as of August 6, 2018) of the Issuer’s Common Stock outstanding as set forth in the Issuer’s Form 10-Q for quarterly period ended June 30, 2018 as filed with the Securities and Exchange Commission on August 10, 2018. |
3.
| CUSIP No. 28249U 10 5 | 13D |
| 1. | Name of Reporting Persons
Gilbert H. Kliman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,360,027 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,360,027 shares of Common Stock (2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,360,027 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
9.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X. Messrs. Kliman and Oronsky are Managing Directors of IMP X, and Messrs. Nasr and Desai are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X. |
| (3) | This percentage set forth on the cover sheets is calculated based on 14,244,272 shares (as of August 6, 2018) of the Issuer’s Common Stock outstanding as set forth in the Issuer’s Form 10-Q for quarterly period ended June 30, 2018 as filed with the Securities and Exchange Commission on August 10, 2018. |
4.
| CUSIP No. 28249U 10 5 | 13D |
| 1. | Name of Reporting Persons
Khaled A. Nasr | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,360,027 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,360,027 shares of Common Stock (2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,360,027 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
9.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X. Messrs. Kliman and Oronsky are Managing Directors of IMP X, and Messrs. Nasr and Desai are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X. |
| (3) | This percentage set forth on the cover sheets is calculated based on 14,244,272 shares (as of August 6, 2018) of the Issuer’s Common Stock outstanding as set forth in the Issuer’s Form 10-Q for quarterly period ended June 30, 2018 as filed with the Securities and Exchange Commission on August 10, 2018. |
5.
| CUSIP No. 28249U 10 5 | 13D |
| 1. | Name of Reporting Persons
Arnold L. Oronsky | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,360,027 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,360,027 shares of Common Stock (2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,360,027 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
9.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X. Messrs. Kliman and Oronsky are Managing Directors of IMP X, and Messrs. Nasr and Desai are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X. |
| (3) | This percentage set forth on the cover sheets is calculated based on 14,244,272 shares (as of August 6, 2018) of the Issuer’s Common Stock outstanding as set forth in the Issuer’s Form 10-Q for quarterly period ended June 30, 2018 as filed with the Securities and Exchange Commission on August 10, 2018. |
6.
| CUSIP No. 28249U 10 5 | 13D |
| 1. | Name of Reporting Persons
Keval Desai | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,360,027 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,360,027 shares of Common Stock (2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,360,027 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
9.5% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X. Messrs. Kliman and Oronsky are Managing Directors of IMP X, and Messrs. Nasr and Desai are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X. |
| (3) | This percentage set forth on the cover sheets is calculated based on 14,244,272 shares (as of August 6, 2018) of the Issuer’s Common Stock outstanding as set forth in the Issuer’s Form 10-Q for quarterly period ended June 30, 2018 as filed with the Securities and Exchange Commission on August 10, 2018. |
7.
Explanatory Note
This Amendment No. 1 (the “Amendment”) to the statement on Schedule 13D is being filed by the Reporting Persons (as defined below) and amends and restates the Schedule 13D filed with the Commission on April 1, 2016 (the “Original Schedule 13D”), and relates to shares of Common Stock, $0.0001 par value per share (“Common Stock”), of Eiger BioPharmaceuticals, Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed by the Reporting Persons to report sales of shares of Common Stock of the Issuer on October 18, 2018, October 19, 2018 and October 22, 2018. Accordingly, the number of securities beneficially owned by the Reporting Persons has decreased.
Items 2, 4, 5 and 7 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.
| Item 2. | Identity and Background |
Schedule 1 of the Original Schedule 13D is hereby amended and restated in its entirety by Schedule 1 hereto.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
On October 18, 2018, the Reporting Persons sold an aggregate of 210,800 shares of Common Stock in an open market transaction at an average price of $12.071746 per share.
On October 19, 2018, the Reporting Persons sold an aggregate of 26,465 shares of Common Stock in an open market transaction at an average price of $12.001028 per share.
On October 22, 2018, the Reporting Persons sold an aggregate of 2,300 shares of Common Stock in an open market transaction at an average price of $ $12.152391 per share.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
5(a) and (b). The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this Statement on Schedule 13D is provided as of the date of this filing:
| Reporting Persons | Shares Held Directly (1) |
Sole Voting Power (1) |
Shared Voting Power (1) |
Sole Dispositive Power (1) |
Shared Dispositive Power (1) |
Beneficial Ownership |
Percentage of Class (1, 3) |
|||||||||||||||||||||
| InterWest X |
1,360,027 | 1,360,027 | 0 | 1,360,027 | 0 | 1,360,027 | 9.5 | % | ||||||||||||||||||||
| IMP X (2) |
0 | 1,360,027 | 0 | 1,360,027 | 0 | 1,360,027 | 9.5 | % | ||||||||||||||||||||
| Kliman (2) |
0 | 0 | 1,360,027 | 0 | 1,360,027 | 1,360,027 | 9.5 | % | ||||||||||||||||||||
| Nasr (2) |
0 | 0 | 1,360,027 | 0 | 1,360,027 | 1,360,027 | 9.5 | % | ||||||||||||||||||||
| Oronsky (2) |
0 | 0 | 1,360,027 | 0 | 1,360,027 | 1,360,027 | 9.5 | % | ||||||||||||||||||||
| Desai (2) |
0 | 0 | 1,360,027 | 0 | 1,360,027 | 1,360,027 | 9.5 | % | ||||||||||||||||||||
| (1) | Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons. |
| (2) | The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X and has sole power to direct the voting and disposition of shares held by InterWest X. Messrs. Kliman and Oronsky are Managing Directors of IMP X, and Messrs. Nasr and Desai are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X. Messrs. Kliman, Oronsky Nasr and Desai own no securities of the Issuer directly as of the date of this filing. |
| (3) | This percentage set forth on the cover sheets is calculated based on 14,244,272 shares (as of August 6, 2018) of the Issuer’s Common Stock outstanding as set forth in the Issuer’s Form 10-Q for quarterly period ended June 30, 2018 as filed with the Securities and Exchange Commission on August 10, 2018. |
8.
| 5(c). | On October 18, 2018, the Reporting Persons sold an aggregate of 210,800 shares of Common Stock in an open market transaction at an average price of $12.071746 per share. |
On October 19, 2018, the Reporting Persons sold an aggregate of 26,465 shares of Common Stock in an open market transaction at an average price of $12.001028 per share.
On October 22, 2018, the Reporting Persons sold an aggregate of 2,300 shares of Common Stock in an open market transaction at an average price of $ $12.152391 per share.
| Item 7. | Material to Be Filed as Exhibits |
| A. | Agreement regarding filing of joint Schedule 13D |
9.
SIGNATURES
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: October 24, 2018
| INTERWEST PARTNERS X, L.P. | ||
| By: | InterWest Management Partners X, LLC | |
| Its: | General Partner | |
| By: | /s/ Arnold L. Oronsky | |
| ARNOLD L. ORONSKY | ||
| Managing Director | ||
| INTERWEST MANAGEMENT PARTNERS X, LLC | ||
| By: | /s/ Arnold L. Oronsky | |
| ARNOLD L. ORONSKY | ||
| Managing Director | ||
| /s/ Karen A. Wilson | ||
| Karen A. Wilson, Attorney-in-Fact for Gilbert H. Kliman | ||
| /s/ Arnold L. Oronsky | ||
| Arnold L. Oronsky | ||
| /s/ Karen A. Wilson | ||
| Karen A. Wilson, Attorney-in-Fact for Khaled A. Nasr | ||
| /s/ Karen A. Wilson | ||
| Karen A. Wilson, Attorney-in-Fact for Keval Desai | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
10.
SCHEDULE I
Managers:
Gilbert H. Kliman
c/o InterWest Partners
2710 Sand Hill Road, Suite 200
Menlo Park, California 94025
Principal Occupation: Managing Director of IMP X, which serves as the general partner of InterWest X
Citizenship: United States of America
Arnold L. Oronsky
c/o InterWest Partners
2710 Sand Hill Road, Suite 200
Menlo Park, California 94025
Principal Occupation: Managing Director of IMP X, which serves as the general partner of InterWest X
Citizenship: United States of America
Venture Members:
Khaled A. Nasr
c/o InterWest Partners
2710 Sand Hill Road, Suite 200
Menlo Park, California 94025
Principal Occupation: Venture Member of IMP X, which serves as the general partner of InterWest X
Citizenship: United States of America
Keval Desai
c/o InterWest Partners
2710 Sand Hill Road, Suite 200
Menlo Park, California 94025
Principal Occupation: Venture Member of IMP X, which serves as the general partner of InterWest X
Citizenship: United States of America
11.
EXHIBIT INDEX
| A. | Agreement regarding filing of joint Schedule 13D |
12.
Exhibit A
JOINT FILING STATEMENT
I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the Common Stock of Eiger BioPharmaceuticals, Inc. is filed on behalf of each of the undersigned.
Date: October 24, 2018
| INTERWEST PARTNERS X, L.P. | ||
| By: | InterWest Management Partners X, LLC | |
| Its: | General Partner | |
| By: | /s/ Arnold L. Oronsky | |
| ARNOLD L. ORONSKY | ||
| Managing Director | ||
| INTERWEST MANAGEMENT PARTNERS X, LLC | ||
| By: | /s/ Arnold L. Oronsky | |
| ARNOLD L. ORONSKY | ||
| Managing Director | ||
| /s/ Karen A. Wilson | ||
| Karen A. Wilson, Attorney-in-Fact for Gilbert H. Kliman | ||
| /s/ Arnold L. Oronsky | ||
| Arnold L. Oronsky | ||
| /s/ Karen A. Wilson | ||
| Karen A. Wilson, Attorney-in-Fact for Khaled A. Nasr | ||
| /s/ Karen A. Wilson | ||
| Karen A. Wilson, Attorney-in-Fact for Keval Desai | ||