Crinetics Pharmaceuticals

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Crinetics Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

22663K 107

(CUSIP Number)

July 20, 2018

(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)

☒ 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 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. 22663K 107
1	NAMES OF REPORTING PERSONS
	Vivo Capital VIII, 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
			3,443,101 ⁽¹⁾
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			3,443,101 ⁽¹⁾
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,443,101 ⁽¹⁾
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	14.4% ⁽²⁾
12	TYPE OF REPORTING PERSON (See Instructions)
	OO

⁽¹⁾

The shares of common stock, $0.001 par value (the “Common Stock”) of the Issuer are held of record by Vivo Capital Fund VIII, L.P., and Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC is the general partner of both Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.

⁽²⁾

Based on 23,907,961 shares of Common Stock of the Issuer outstanding after the initial public offering, which includes full exercise of the underwriters’ over-allotment option, as disclosed in the prospectus filed by the Issuer on July 18, 2018, pursuant to Rule 424(b)(4) under the Securities Act of 1933, which is part of the Issuer’s Registration Statement on Form S-1 (File No. 333- 225824).

CUSIP No. 22663K 107
1	NAMES OF REPORTING PERSONS
	Vivo Opportunity, 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
			294,357 ⁽¹⁾
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			294,357 ⁽¹⁾
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	294,357 ⁽¹⁾
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.2% ⁽²⁾
12	TYPE OF REPORTING PERSON (See Instructions)
	OO

(1)

The shares of Common Stock of the Issuers are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P.

(2)

CUSIP No. 22663K 107
1	NAMES OF REPORTING PERSONS
	Vivo Capital 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
	California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			54,711
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			54,711
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	54,711
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2% ⁽¹⁾
12	TYPE OF REPORTING PERSON (See Instructions)
	OO

(1)

Item 1. (A)

Name of Issuer:

Crinetics Pharmaceuticals, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

10222 Barnes Canyon Road, Bldg. #2, San Diego, California 92121

Item 2. (a)

Name of Person Filing:

This 13G is filed jointly by Vivo Capital VIII, LLC, Vivo Opportunity, LLC and Vivo Capital LLC. Vivo Capital VIII, LLC, Vivo Opportunity, LLC and Vivo Capital LLC have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1.

(b)

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

505 Hamilton Avenue, Suite 207, Palo Alto, CA 94301

(c)

Citizenship:

Vivo Capital VIII, LLC is a Delaware limited liability company.

Vivo Opportunity, LLC is a Delaware limited liability company.

Vivo Capital LLC is a California limited liability company.

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

22663K 107

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:

(a)

☐ Broker or dealer registered under Section 15 of the Act.

(b)

☐ Bank as defined in Section 3(a)(6) of the Act.

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Act.

(d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940.

(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)(l)(ii)(G);

(h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(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)(l)(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: ________________

Not Applicable.

Item 4.

Ownership.

(a) Amount beneficially owned:

(1)

Vivo Capital VIII, LLC

The shares of Common Stock are held of record by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P., as follows:

●

Vivo Capital Fund VIII, L.P.: 3,025,339 shares

●

Vivo Capital Surplus Fund VIII, L.P.: 417,762 shares

Vivo Capital VIII, LLC is the general partner of both Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. The voting members of Vivo Capital VIII, LLC are Frank Kung, Albert Cha, Edgar Engleman, Chen Yu and Shan Fu, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.

(2)

Vivo Opportunity LLC

The 294,357 shares of Common Stock are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P. The voting members of Vivo Opportunity, LLC are Frank Kung, Albert Cha, Shan Fu, Gaurav Aggarwal and Michael Chang, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.

(3)

Vivo Capital LLC

The 54,711 shares of Common Stock are held of record by Vivo Capital LLC. The voting members of Vivo Capital LLC are Frank Kung, Albert Cha, Edgar Engleman, Chen Yu and Shan Fu, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.

(b) Percent of class:

Vivo Capital VIII, LLC: 14.4%

Vivo Opportunity, LLC: 1.2%

Vivo Capial LLC: 0.2%

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

Vivo Capital VIII, LLC: 3,443,101

Vivo Opportunity, LLC: 294,357

Vivo Capial LLC: 54,711

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of:

Vivo Capital VIII, LLC: 3,443,101

Vivo Opportunity, LLC: 294,357

Vivo Capial LLC: 54,711

(iv)

Shared power to dispose of or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

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.

Certifications.

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 §240.14a11.

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.

	Vivo Capital VIII, LLC

	July 26, 2018
	(Date)

	/s/ Albert Cha
	(Signature)

	Managing Member
	(Title)

	Vivo Opportunity, LLC

	July 26, 2018
	(Date)

	/s/ Albert Cha
	(Signature)

	Managing Member
	(Title)

	Vivo Capital LLC

	July 26, 2018
	(Date)

	/s/ Albert Cha
	(Signature)

	Managing Member
	(Title)

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the entities listed below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.001 par value, of Crinetics Pharmaceuticals, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.

	Vivo Capital VIII, LLC

	July 26, 2018
	(Date)

	/s/ Albert Cha
	(Signature)

	Managing Member
	(Title)

	Vivo Opportunity, LLC

	July 26, 2018
	(Date)

	/s/ Albert Cha
	(Signature)

	Managing Member
	(Title)

	Vivo Capital LLC

	July 26, 2018
	(Date)

	/s/ Albert Cha
	(Signature)

	Managing Member
	(Title)