ARCUTIS BIOTHERAPEUTICS, INC.
7.50%
8,943,712
1787306
03969K108
Aug 17, 2025
Aug 20, 2025, 05:19 PM
Reporting Persons (20)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Patrick J. Heron | Individual | 7.50% | 8,943,712 | 130,973 | 8,812,739 |
| James N. Topper | Individual | 7.40% | 8,843,386 | 30,647 | 8,812,739 |
| FHM LIFE SCIENCES VIII, L.P. | Partnership | 7.40% | 8,785,284 | 0 | 8,785,284 |
| FHM LIFE SCIENCES VIII, L.L.C. | Other | 7.40% | 8,785,291 | 0 | 8,785,291 |
| Frazier Life Sciences VIII, L.P. | Partnership | 7.30% | 8,785,284 | 0 | 8,785,284 |
| Frazier Life Sciences Public Fund, L.P. | Partnership | 0.60% | 664,973 | 0 | 664,973 |
| FHMLSP, L.P. | Partnership | 0.60% | 664,973 | 0 | 664,973 |
| FHMLSP, L.L.C. | Other | 0.60% | 664,973 | 0 | 664,973 |
| FHMLSP Overage, L.L.C. | Other | 0.20% | 196,170 | 0 | 196,170 |
| Frazier Life Sciences Public Overage Fund, L.P. | Partnership | 0.20% | 196,170 | 0 | 196,170 |
| FHMLSP Overage, L.P. | Partnership | 0.20% | 196,170 | 0 | 196,170 |
| FHMLS XII, L.P. | Partnership | 0.10% | 127,549 | 0 | 127,549 |
| Frazier Life Sciences XI, L.P. | Partnership | 0.10% | 73,087 | 0 | 73,087 |
| FHMLS XI, L.P. | Partnership | 0.10% | 73,087 | 0 | 73,087 |
| FHMLS XI, L.L.C. | Other | 0.10% | 73,087 | 0 | 73,087 |
| Frazier Life Sciences XII, L.P. | Partnership | 0.10% | 127,549 | 0 | 127,549 |
| FHMLS XII, L.L.C. | Other | 0.10% | 127,549 | 0 | 127,549 |
| Frazier Life Sciences X, L.P. | Partnership | 0.00% | 27,448 | 0 | 27,448 |
| FHMLS X, L.P. | Partnership | 0.00% | 27,448 | 0 | 27,448 |
| FHMLS X, L.L.C. | Other | 0.00% | 27,448 | 0 | 27,448 |
Disclosure Items (6)
Common Stock, par value $0.0001 per share
ARCUTIS BIOTHERAPEUTICS, INC.
3027 TOWNSGATE ROAD, WESTLAKE VILLAGE, CA, 91361
The entities and persons filing this statement (collectively, the "Reporting Persons") are: Frazier Life Sciences VIII, L.P. ("FLS VIII") FHM Life Sciences VIII, L.P. FHM Life Sciences VIII, L.L.C. Frazier Life Sciences X, L.P. ("FLS X") FHMLS X, L.P. FHMLS X, L.L.C. Frazier Life Sciences Public Fund, L.P. ("FLSPF") FHMLSP, L.P. FHMLSP, L.L.C. Frazier Life Sciences Public Overage Fund, L.P. ("FLSPOF") FHMLSP Overage, L.P. FHMLSP Overage, L.L.C. Frazier Life Sciences IX, L.P. ("FLS IX") FHMLS IX, L.P. FHMLS IX, L.L.C. Frazier Life Sciences XI, L.P. ("FLS XI") FHMLS XI, L.P. FHMLS XI, L.L.C. Frazier Life Sciences XII, L.P. ("FLS XII") FHMLS XII, L.P. FHMLS XII, L.L.C. James N. Topper ("Topper") Patrick J. Heron ("Heron" and together with Topper, the "Members")
The address of the principal place of business for each of the Reporting Persons is: c/o Frazier Life Sciences Management, L.P. 1001 Page Mill Rd, Building 4, Suite B Palo Alto, CA 94304
FLSPF, FLSPOF, FLS VIII, FLS IX, FLS X, FLS XI, and FLS XII are venture capital funds concentrating in life sciences and related fields. The sole business of FHMLSP, L.P. is to serve as general partner of FLSPF. The sole business of FHMLSP, L.L.C. is to serve as general partner of FHMLSP, L.P. The sole business of FHMLSP Overage, L.P. is to serve as general partner of FLSPOF. The sole business of FHMLSP Overage, L.L.C. is to serve as general partner of FHMLSP Overage, L.P. The sole business of FHM Life Sciences VIII, L.P. is to serve as general partner of FLS VIII. The sole business of FHM Life Sciences VIII, L.L.C. is to serve as general partner of FHM Life Sciences VIII, L.P. The sole business of FHMLS IX, L.P. is to serve as general partner of FLS IX. The sole business of FHMLS IX, L.L.C. is to serve as general partner of FHMLS IX, L.P. The sole business of FHMLS X, L.P. is to serve as general partner of FLS X. The sole business of FHMLS X, L.L.C. is to serve as general partner of FHMLS X, L.P. The sole business of FHMLS XI, L.P. is to serve as general partner of FLS XI. The sole business of FHMLS XI, L.L.C. is to serve as general partner of FHMLS XI, L.P. The sole business of FHMLS XII, L.P. is to serve as general partner of FLS XII. The sole business of FHMLS XII, L.L.C. is to serve as general partner of FHMLS XII, L.P. The principal business of the Members is to manage FLS VIII, FHM Life Sciences VIII, L.P., FHM Life Sciences VIII, L.L.C., FLS X, FHMLS X, L.P., FHMLS X, L.L.C., FLSPF, FHMLSP, L.P., FHMLSP, L.L.C., FLSPOF, FHMLSP Overage, L.P., FHMLSP Overage, L.L.C., FLS IX, FHMLS IX, L.P., FHMLS IX, L.L.C., FLS X, FHMLS XI, L.P., FHMLS XI, L.L.C., FLS XII, FHMLS XII, L.P., FHMLS XII, L.L.C. and a number of affiliated partnerships with similar businesses.
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
The information contained in row 6 of each Reporting Person's cover page to this Schedule 13D is incorporated by reference.
Item 3 of the Schedule 13D is hereby amended to incorporate the following at the end thereof: The working capital of FLS VIII, FHM Life Sciences VIII, L.L.C., FLS X, FLSPF, FLSPOF, FLS XI and FLS XII was the source of the funds for their respective purchases. No part of the purchase price for such purchases was represented by funds or other consideration borrowed or otherwise obtained for the purpose of such acquisitions.
The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. FLS VIII directly holds 8,785,284 shares of the Issuer's Common Stock (the "FLS VIII Shares"). FHM Life Sciences VIII, L.P. is the general partner of FLS VIII and FHM Life Sciences VIII, L.L.C. is the general partner of FHM Life Sciences VIII, L.P. Heron and Topper are the members of FHM Life Sciences VIII, L.L.C. and therefore share voting and investment power over the FLS VIII Shares. FHM Life Sciences VIII, L.L.C. directly holds 7 shares of the Issuer's Common Stock (the "FHM Life Sciences VIII, L.L.C. Shares"). Heron and Topper are the members of FHM Life Sciences VIII, L.L.C. and therefore share voting and investment power over the FHM Life Sciences VIII, L.L.C. Shares. FLS X directly holds 27,448 shares of the Issuer's Common Stock (the "FLS X Shares"). FHMLS X, L.P. is the general partner of FLS X and FHMLS X,L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the FLS X Shares. FLSPF directly holds 664,973 shares of the Issuer's Common Stock (the "FLSPF Shares"). FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF. FLSPOF directly holds 196,170 shares of this Issuer's Common Stock (the "FLSPOF Shares"). FHMLSP Overage, L.P. is the general partner of FLSPOF and the general partner of FHMLSP Overage, L.P. is FHMLSP Overage, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPOF. FLS XI directly holds 73,087 shares of this Issuer's Common Stock (the "FLS XI Shares"). FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI. FLS XII directly holds 127,549 shares of the Issuer's Common Stock (the "FLS XII Shares"). FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XII. Except as specifically stated herein, the filing of this Schedule 13D shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D or a member of a "group" with any other person. FLS XI directly holds the FLS XI Shares. FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI. FLS XII directly holds the FLS XII Shares. FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XII. Except as specifically stated herein, the filing of this Schedule 13D shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D or a member of a "group" with any other person.
The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5.
Except as disclosed in Item 3 of this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Common Stock during the past 60 days.
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the FLS VIII Shares, the FHM Life Sciences VIII, L.L.C. Shares, the FLSPF Shares, the FLSPOF Shares, the FLS X Shares, the FLS XI Shares, the FLS XII Shares, the Heron Shares or the Topper Shares beneficially owned by any of the Reporting Persons.
Not applicable.
Exhibit 99.1 Joint Filing Agreement