|
1
|
NAMES OF REPORTING PERSONS
|
|
|
| KKR Group Holdings Corp. |
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
| OO |
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
| Delaware |
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
| 25,260,971 |
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
| 0 |
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
| 25,260,971 |
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
| 0 |
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
| 25,260,971 |
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
| 13.4% |
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
| CO |
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
| KKR Group Co. Inc. |
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
| OO |
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
| 25,260,971 |
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
| 0 |
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
| 25,260,971 |
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
| 0 |
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
| 25,260,971 |
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
| 13.4% |
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
| CO |
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
| KKR & Co. Inc. |
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
| OO |
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
| Delaware |
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
| 25,260,971 |
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
| 0 |
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
| 25,260,971 |
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
| 0 |
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
| 25,260,971 |
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
| 13.4% |
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
| CO |
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
KKR Management LLP
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
| OO |
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
| 25,260,971 |
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
| 0 |
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
25,260,971
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
25,260,971
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
13.4%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
| PN |
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Henry R. Kravis
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
| OO |
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
| 0 |
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
| 25,260,971 |
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
| 0 |
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
| 25,260,971 |
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
| 25,260,971 |
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
| 13.4% |
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
| IN |
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
George R. Roberts
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
| OO |
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
| United States |
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
| 0 |
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
25,260,971
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
| 0 |
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
25,260,971
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
25,260,971
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
| 13.4% |
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
| IN |
|
|
|
|
|
This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of BridgeBio Pharma, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement
on Schedule 13D filed on July 10, 2019, as amended by Amendment No. 1 to Schedule 13D filed on June 1, 2020, Amendment No. 2 to Schedule 13D filed on October 6, 2020 and Amendment No. 3 to Schedule 13D filed on February 17, 2021 (as so
amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not
defined in this Amendment No. 4 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
| Item 2. |
Identity and Background.
|
Item 2 of the Schedule 13D is hereby amended and restated as follows:
(a), (f) This Schedule 13D is being jointly filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:
|
(i) |
KKR Genetic Disorder L.P., a Delaware limited partnership (“KKR Genetic Disorder”);
|
| |
(ii) |
KKR Genetic Disorder GP LLC, a Delaware limited liability company (“KKR Genetic Disorder GP”);
|
| |
(iii) |
KKR Group Partnership L.P., a Cayman Islands exempted limited partnership (“KKR Group Partnership”);
|
| |
(iv) |
KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);
|
| |
(v) |
KKR Group Co. Inc., a Delaware corporation (“KKR Group Co.”);
|
| |
(vi) |
KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);
|
| |
(vii) |
KKR Management LLP, a Delaware limited liability partnership (“KKR Management”);
|
| |
(viii) |
Henry R. Kravis, a United States citizen; and
|
| |
(ix) |
George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (ix) are collectively referred to herein as the “Reporting Persons”).
|
KKR Genetic Disorder GP is the general partner of KKR Genetic Disorder. KKR Group Partnership is the sole member of KKR Genetic Disorder GP. KKR Group Holdings is the general partner of KKR Group Partnership. KKR Group Co. is the sole
shareholder of KKR Group Holdings. KKR & Co. is the sole shareholder of KKR Group Co. KKR Management is the Series I preferred stockholder of KKR & Co. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR
Management.
Each of Joseph Bae, Scott Nuttall, Robert Lewin, Ryan Stork, Dane Holmes, and Kathryn King Sudol is an executive officer of KKR Group Holdings and KKR Group Co. The directors of KKR Group Holdings and KKR Group Co. are Messrs. Bae,
Nuttall, Lewin, and Stork and Ms. Sudol.
The executive officers of KKR & Co. are Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, Stork and Holmes and Ms. Sudol. The directors of KKR & Co. are listed on the amended and restated Annex A attached hereto, which is
incorporated herein by reference (“Annex A”).
Each of Messrs. Bae, Nuttall, Stork, and Holmes and Ms. Sudol is a United States citizen and Mr. Lewin is a Canadian citizen.
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit I.
(b) The address of the business office of each of the Reporting Persons and the other individuals named in this Item 2, unless as otherwise noted below, is:
30 Hudson Yards
New York, New York 10001
The address of the principal business office of Messrs. Kravis, Bae, Nuttall, Lewin, and Stork and Ms. Sudol is:
c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001
The address of the principal business office of Mr. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
The address of the principal business office of Mr. Holmes is:
c/o Kohlberg Kravis Roberts & Co. L.P.
555 California Street, 50th Floor
San Francisco, CA 94104
The address of the business office of each of the individuals listed on Annex A (other than Messrs. Kravis, Roberts, Bae, and Nuttall) is listed therein.
(c) KKR Genetic Disorder is engaged in the business of investing in securities. Each of KKR Genetic Disorder GP and KKR Group Holdings is principally engaged in being the general partner of
its respective partnership, as described above. Each of KKR Group Partnership, KKR Group Co., KKR & Co., and KKR Management is principally engaged in the business of being a holding company.
The present principal occupation or employment of each of Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, Stork, and Holmes and Ms. Sudol is as an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates.
The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.
(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
| Item 4. |
Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 5(c) below is incorporated by reference herein.
| Item 5. |
Interest in Securities of the Issuer.
|
Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
The information set forth in Items 2 and 3 and the amended and restated Annex A of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
(a) – (b) KKR Genetic Disorder holds 25,260,971 shares of Common Stock representing approximately 13.4% of the outstanding shares of Common Stock, based on 188,032,738 shares of Common Stock outstanding as of July 25, 2024, as
reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 1, 2024.
Each of KKR Genetic Disorder GP (as the general partner of KKR Genetic Disorder), KKR Group Partnership (as the sole member of KKR Genetic Disorder GP), KKR Group Holdings (as the general partner of KKR Group Partnership), KKR Group
Co. (as the sole shareholder of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group Co.), KKR Management (as the Series I preferred stockholder of KKR & Co.) and Messrs. Kravis and Roberts (as the founding
partners of KKR Management) may be deemed to be the beneficial owner of the securities held directly by KKR Genetic Disorder, in each case, as described more fully in this Schedule 13D.
The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.
To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.
(c) On September 13, 2024, KKR Genetic Disorder sold 5,800,000 shares of Common Stock in a block sale at a price of $25.75 per share pursuant to Rule 144 under the Securities Act of 1933, as amended. Except as otherwise
described in this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any shares of Common Stock during the past 60 days.
| Item 7. |
Materials to be Filed as Exhibits
|
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
|
|
|
|
|
|
|
Joint Filing Agreement, dated as of September 17, 2024, by and among the Reporting Persons.
|
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: September 17, 2024
| |
KKR GENETIC DISORDER L.P.
|
| |
By: KKR Genetic Disorder GP LLC, its general partner
|
| |
|
| |
By:
|
/s/ Christopher Lee
|
| |
Name:
|
Christopher Lee
|
| |
Title:
|
Assistant Secretary
|
| |
KKR GENETIC DISORDER GP LLC
|
| |
|
| |
By:
|
/s/ Christopher Lee
|
| |
Name:
|
Christopher Lee
|
| |
Title:
|
Assistant Secretary
|
| |
KKR GROUP PARTNERSHIP L.P.
|
| |
By: KKR Group Holdings Corp., its general partner
|
| |
|
|
By:
|
/s/ Christopher Lee |
|
|
Christopher Lee |
|
|
Secretary
|
| |
KKR GROUP HOLDINGS CORP.
|
| |
|
| |
By:
|
/s/ Christopher Lee
|
| |
Name:
|
Christopher Lee
|
| |
Title:
|
|
| |
|
| |
|
| |
By:
|
/s/ Christopher Lee
|
| |
Name:
|
Christopher Lee
|
| |
Title:
|
|
| |
|
| |
|
| |
By:
|
/s/ Christopher Lee
|
| |
Name:
|
Christopher Lee
|
| |
Title:
|
|
| |
|
| |
|
| |
By:
|
/s/ Christopher Lee
|
| |
Name:
|
Christopher Lee
|
| |
Title:
|
|
| |
|
| |
|
| |
By:
|
/s/ Christopher Lee
|
| |
Name:
|
Christopher Lee
|
| |
Title:
|
|
| |
|
| |
|
| |
By:
|
/s/ Christopher Lee
|
| |
Name:
|
Christopher Lee
|
| |
Title:
|
|
Annex A
Annex A is hereby amended and restated as follows:
Directors of KKR & Co. Inc.
The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc., whose address (unless otherwise specified in the Schedule 13D) is c/o KKR & Co. Inc., 30 Hudson Yards, New York, New
York, 10001. Each of such persons is a citizen of the United States other than Arturo Gutiérrez Hernández, who is a citizen of Mexico, Xavier B. Niel, who is a citizen of France, Evan T. Spiegel, who is a citizen of the United States
and France, and Matthew R. Cohler, who is a citizen of the United States and Malta.
|
|
|
|
|
Henry R. Kravis
|
|
Co-Executive Chairman of KKR & Co. Inc.
|
|
George R. Roberts
|
|
Co-Executive Chairman of KKR & Co. Inc.
|
|
Joseph Y. Bae
|
|
Co-Chief Executive Officer of KKR & Co. Inc.
|
|
Scott C. Nuttall
|
|
Co-Chief Executive Officer of KKR & Co. Inc.
|
|
Adriane M. Brown
|
|
Managing Partner of Flying Fish Partners
|
|
Matthew R. Cohler
|
|
Former General Partner of Benchmark
|
|
Mary N. Dillon
|
|
President and Chief Executive Officer of Foot Locker, Inc.
|
|
Arturo Gutiérrez Hernández
|
|
Chief Executive Officer of Arca Continental, S.A.B. de C.V.
|
|
Xavier B. Niel
|
|
Founder and Chairman of the Board of Iliad SA
|
|
Kimberly A. Ross
|
|
Former Senior Vice President and Chief Financial Officer of Baker Hughes Company
|
|
Patricia F. Russo
|
|
Former Chief Executive Officer of Alcatel-Lucent
|
|
Robert W. Scully
|
|
Former Member of the Office of the Chairman of Morgan Stanley
|
|
Evan T. Spiegel
|
|
Co-Founder and Chief Executive Officer of Snap Inc.
|