UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Astria Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, Par Value $0.001

(Title of Class of Securities)

 

04635X102

(CUSIP Number)

 

James J. Moloney

Gibson, Dunn & Crutcher LLP

3161 Michelson Drive

Irvine, CA 92612

(949) 451-3800

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

 

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)

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).

 

CUSIP No. 04635X102

 

 

1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)   Fairmount Funds Management LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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   911,736
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   911,736

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   911,736
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   7.0%(1)
12.	Type of Reporting Person (See Instructions)   IA

 

 

(1) Calculated based on 13,009,477 shares of the Issuer’s Common Stock outstanding, as disclosed in the Current Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 10, 2021.

 

CUSIP No. 04635X102

 

 

1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)   Fairmount SPV I, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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   292,579
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   292,579

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   292,579
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   2.2%(1)
12.	Type of Reporting Person (See Instructions)   OO

 

 

(1) Calculated based on 13,009,477 shares of the Issuer’s Common Stock outstanding, as disclosed in the Current Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 10, 2021.

 

CUSIP No. 04635X102

 

 

1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)   Fairmount SPV II, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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   80,158
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   80,158

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   80,158
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   0.6%(1)
12.	Type of Reporting Person (See Instructions)   OO

 

 

(1) Calculated based on 13,009,477 shares of the Issuer’s Common Stock outstanding, as disclosed in the Current Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 10, 2021.

 

CUSIP No. 04635X102

 

 

1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)   Fairmount Healthcare Fund GP LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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   45,166
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   45,166

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   45,166
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   0.3%(1)
12.	Type of Reporting Person (See Instructions)   OO

 

 

(1) Calculated based on 13,009,477 shares of the Issuer’s Common Stock outstanding, as disclosed in the Current Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 10, 2021.

 

CUSIP No. 04635X102

 

 

1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)   Fairmount Healthcare Fund II GP LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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   493,833
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   493,833

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   493,833
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   3.8%(1)
12.	Type of Reporting Person (See Instructions)   OO

 

 

(1) Calculated based on 13,009,477 shares of the Issuer’s Common Stock outstanding, as disclosed in the Current Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 10, 2021.

 

 

Item 1.

 

(a)

Name of Issuer

 

Astria Therapeutics, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

 

100 High Street, 28th Floor, Boston, MA 02110

 

Item 2.

 

This Amendment No. 2 to Schedule 13G amends and restates the Statements on Schedule 13G filed on September 22, 2021 and June 17, 2021.  

 

(a)

Name of Person(s) Filing:

 

(A)

Fairmount Funds Management LLC

(B)

Fairmount SPV I, LLC

(C)

Fairmount SPV II, LLC

(D)

Fairmount Healthcare Fund GP LLC

(E)

Fairmount Healthcare Fund II GP LLC

 

(b)

Address of Principal Business Office or, if none, Residence:

 

(A)

2001 Market St., Suite 2500, Philadelphia, PA 19103

(B)

2001 Market St., Suite 2500, Philadelphia, PA 19103

(C)

2001 Market St., Suite 2500, Philadelphia, PA 19103

(D)

2001 Market St., Suite 2500, Philadelphia, PA 19103

(E)

2001 Market St., Suite 2500, Philadelphia, PA 19103

 

(c)

Citizenship:

 

(A)

Delaware

(B)

Delaware

(C)

Delaware

(D)

Delaware

(E)

Delaware

 

(d)

Title of Class of Securities:

 

Common Stock, Par Value $0.001

 

(e)

CUSIP Number:

 

04635X102

 

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________.

 

 

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a), (b), and (c)

 

Reporting Persons*		Number of Shares With Sole Voting and Dispositive Power				Number of Shares With Shared Voting and Dispositive Power				Aggregate Number of Shares Beneficially Owned				Percentage of Class Beneficially Owned**
Fairmount Funds Management LLC			0				911,736				911,736				7.0	%
Fairmount SPV I, LLC			0				292,579				292,579				2.2	%
Fairmount SPV II, LLC			0				80,158				80,158				0.6	%
Fairmount Healthcare Fund GP LLC			0				45,166				45,166				0.3	%
Fairmount Healthcare Fund II GP LLC			0				493,833				493,833				3.8	%

 

 

*

The above figures reflect the most recent beneficial ownership for the Reporting Persons above as of December 31, 2021.

**

The percentages reported above are calculated based on 13,009,477 shares of the Issuer’s Common Stock outstanding as reported on November 10, 2021. Percentages shown above subject to rounding adjustments.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

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 ¨.

 

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 that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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 8, 2022

 

	FAIRMOUNT FUNDS MANAGEMENT LLC
	By:	/s/ Peter Harwin		/s/ Tomas Kiselak
	Name:	Peter Harwin		Tomas Kiselak
	Title:	Managing Member		Managing Member

 

	FAIRMOUNT SPV I, LLC
	By:	/s/ Peter Harwin		/s/ Tomas Kiselak
	Name:	Peter Harwin		Tomas Kiselak
	Title:	Managing Member		Managing Member

 

	FAIRMOUNT SPV II, LLC
	By:	/s/ Peter Harwin		/s/ Tomas Kiselak
	Name:	Peter Harwin		Tomas Kiselak
	Title:	Managing Member		Managing Member

 

	FAIRMOUNT HEALTHCARE FUND GP LLC
	By:	/s/ Peter Harwin		/s/ Tomas Kiselak
	Name:	Peter Harwin		Tomas Kiselak
	Title:	Managing Member		Managing Member

 

	FAIRMOUNT HEALTHCARE FUND II GP LLC
	By:	/s/ Peter Harwin		/s/ Tomas Kiselak
	Name:	Peter Harwin		Tomas Kiselak
	Title:	Managing Member		Managing Member