Venrock Healthcare Capital Partners III LP

11/14/2024 | Press release | Distributed by Public on 11/14/2024 16:46

Amendment to Beneficial Ownership Report - Form SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Astria Therapeutics, Inc.

(Name of Issuer)

Common stock, $0.001 par value per share

(Title of Class of Securities)

04635X 10 2

(CUSIP Number)

September 30, 2024

(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. 04635X 10 2 Page 2 of 14
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

3,458,645 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

3,458,645 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,458,645 (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)

6.1% (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) 612,982 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 61,310 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,784,353 shares held by Venrock Healthcare Capital Partners EG, L.P.
(3) This percentage is calculated based upon 56,425,282 shares of Common Stock outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 12, 2024.
CUSIP No. 04635X 10 2 Page 3 of 14
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

3,458,645 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

3,458,645 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,458,645 (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)

6.1% (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) 612,982 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 61,310 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,784,353 shares held by Venrock Healthcare Capital Partners EG, L.P.
(3) This percentage is calculated based upon 56,425,282 shares of Common Stock outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024.
CUSIP No. 04635X 10 2 Page 4 of 14
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

3,458,645 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

3,458,645 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,458,645 (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)

6.1% (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) 612,982 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 61,310 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,784,353 shares held by Venrock Healthcare Capital Partners EG, L.P.
(3) This percentage is calculated based upon 56,425,282 shares of Common Stock outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024.
CUSIP No. 04635X 10 2 Page 5 of 14
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

3,458,645 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

3,458,645 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,458,645 (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)

6.1% (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) 612,982 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 61,310 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,784,353 shares held by Venrock Healthcare Capital Partners EG, L.P.
(3) This percentage is calculated based upon 56,425,282 shares of Common Stock outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024.
CUSIP No. 04635X 10 2 Page 6 of 14
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

3,458,645 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

3,458,645 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,458,645 (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)

6.1% (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) 612,982 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 61,310 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,784,353 shares held by Venrock Healthcare Capital Partners EG, L.P.
(3) This percentage is calculated based upon 56,425,282 shares of Common Stock outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024.
CUSIP No. 04635X 10 2 Page 7 of 14
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

3,458,645 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

3,458,645 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,458,645 (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)

6.1% (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) 612,982 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 61,310 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,784,353 shares held by Venrock Healthcare Capital Partners EG, L.P.
(3) This percentage is calculated based upon 56,425,282 shares of Common Stock outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024.
CUSIP No. 04635X 10 2 Page 8 of 14
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

3,458,645 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

3,458,645 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,458,645 (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)

6.1% (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) 612,982 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 61,310 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,784,353 shares held by Venrock Healthcare Capital Partners EG, L.P.
(3) This percentage is calculated based upon 56,425,282 shares of Common Stock outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024.
CUSIP No. 04635X 10 2 Page 9 of 14
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 Common Stock of Astria Therapeutics, Inc.
Item 1.
(a)

Name of Issuer

Astria Therapeutics, Inc.

(b)

Address of Issuer's Principal Executive Offices

22 Boston Wharf Road, 10th Floor

Boston, MA 02210

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:

7 Bryant Park

23rd Floor

New York, NY 10018

Palo Alto Office:

3340 Hillview Avenue

Palo Alto, CA 94304

(c)

Citizenship

All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.

(d)

Title of Class of Securities

Common Stock, $0.001 par value

(e)

CUSIP Number

04635X 10 2

CUSIP No. 04635X 10 2 Page 10 of 14
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
Item 4. Ownership
(a) Amount beneficially owned as of September 30, 2024:
Venrock Healthcare Capital Partners III, L.P. 3,458,645 (1)
VHCP Co-Investment Holdings III, LLC 3,458,645 (1)
Venrock Healthcare Capital Partners EG, L.P. 3,458,645 (1)
VHCP Management III, LLC 3,458,645 (1)
VHCP Management EG, LLC 3,458,645 (1)
Nimish Shah 3,458,645 (1)
Bong Koh 3,458,645 (1)
(b) Percent of class as of September 30, 2024:
Venrock Healthcare Capital Partners III, L.P. 6.1% (2)
VHCP Co-Investment Holdings III, LLC 6.1% (2)
Venrock Healthcare Capital Partners EG, L.P. 6.1% (2)
VHCP Management III, LLC 6.1% (2)
VHCP Management EG, LLC 6.1% (2)
Nimish Shah 6.1% (2)
Bong Koh 6.1% (2)
(c) Number of shares as to which the person has, as of September 30, 2024:
(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
CUSIP No. 04635X 10 2 Page 11 of 14
(ii) Shared power to vote or to direct the vote:
Venrock Healthcare Capital Partners III, L.P. 3,458,645 (1)
VHCP Co-Investment Holdings III, LLC 3,458,645 (1)
Venrock Healthcare Capital Partners EG, L.P. 3,458,645 (1)
VHCP Management III, LLC 3,458,645 (1)
VHCP Management EG, LLC 3,458,645 (1)
Nimish Shah 3,458,645 (1)
Bong Koh 3,458,645 (1)
(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. 3,458,645 (1)
VHCP Co-Investment Holdings III, LLC 3,458,645 (1)
Venrock Healthcare Capital Partners EG, L.P. 3,458,645 (1)
VHCP Management III, LLC 3,458,645 (1)
VHCP Management EG, LLC 3,458,645 (1)
Nimish Shah 3,458,645 (1)
Bong Koh 3,458,645 (1)
(1) Consists of (i) 612,982 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 61,310 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,784,353 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 56,425,282 shares of Common Stock outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024.
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 ¨
CUSIP No. 04635X 10 2 Page 12 of 14
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.
CUSIP No. 04635X 10 2 Page 13 of 14

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: November 14, 2024

Venrock Healthcare Capital Partners III, L.P. Venrock Healthcare Capital Partners EG, L.P.
By: VHCP Management III, LLC 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
CUSIP No. 04635X 10 2 Page 14 of 14

EXHIBITS

A: Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on January 2, 2024)
B: Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed January 2, 2024)
C: Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on January 2, 2024)