-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JQq6Bje+ThXWCT9dLijduTBEpZh0njjBs+gPraH9IoGFOL+10mgMiFzu32fmJktY oGWKjxZBHmpaIvKFTLOMqw== 0000947871-03-002197.txt : 20030929 0000947871-03-002197.hdr.sgml : 20030929 20030929153017 ACCESSION NUMBER: 0000947871-03-002197 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 IRS NUMBER: 133976876 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 41 MADISON AVE 40TH FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2126845700 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARQULE INC CENTRAL INDEX KEY: 0001019695 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043221586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48819 FILM NUMBER: 03914821 BUSINESS ADDRESS: STREET 1: 19 PRESIDENTIAL WAY CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 6173954100 MAIL ADDRESS: STREET 1: 19 PRESIDENTIAL WAY CITY: WOBURN STATE: MA ZIP: 01801 SC 13G/A 1 sc13ga_092903-arqule.txt SCHEDULE 13G/A (ORBIMED ADVISORS LLC) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ArQule, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 04269E107 (CUSIP Number) September 12, 2003 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] 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 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. 04269E107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Advisors 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 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 992,100 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 992,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 992,100 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 4.23% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 04269E107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed 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 Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 992,100 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 992,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 992,100 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 4.23% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 04269E107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Samuel D. Isaly 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 United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 992,100 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 992,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 992,100 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 4.23% 12. Type of Reporting Person (See Instructions) HC CUSIP No. 04269E107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). UBS Eucalyptus Management, L.L.C. 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 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 451,900 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 451,900 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 451,900 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 1.93% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 04269E107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). UBS Fund Advisor, L.L.C. 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 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 451,900 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 451,900 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 451,900 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 1.93% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 04269E107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). PW Alternative Asset Management, Inc. 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 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 451,900 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 451,900 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 451,900 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 1.93% 12. Type of Reporting Person (See Instructions) HC Item 1. (a) Issuer: ArQule, Inc. (b) Address: 19 Presidential Way Woburn, MA 01801 Item 2. (a) Name of Person Filing: OrbiMed Advisors LLC OrbiMed Capital LLC Samuel D. Isaly UBS Eucalyptus Management, L.L.C. UBS Fund Advisor, L.L.C. PW Alternative Asset Management, Inc. (b) Address of Principal Business Offices: OrbiMed Advisors LLC OrbiMed Capital LLC Samuel D. Isaly 767 Third Avenue, 30th Floor New York, New York 10017 UBS Eucalyptus Management, L.L.C. UBS Fund Advisor, L.L.C. PW Alternative Asset Management, Inc. 1285 Avenue of the Americas New York, NY 10019 (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common stock (e) CUSIP Number: 04269E107 Item 3. OrbiMed Advisors LLC, OrbiMed Capital LLC, UBS Eucalyptus Management L.L.C. and UBS Fund Advisor, L.L.C. are investment advisors in accordance with ss.240.13d-1(b)(1)(ii)(E). Samuel D. Isaly and PW Alternative Asset Management, Inc. are control persons in accordance with ss.240.13d-1(b)(1)(ii)(G). PW Alternative Asset Management, Inc. is an indirect wholly owned subsidiary of UBS AG. Item 4. Ownership Please see Items 5 - 9 and 11 for each cover sheet for each filing separately Item 5. Ownership of Five Percent or Less of a Class Reporting persons are holding 4.23% of the securities on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. 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 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. 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 24, 2003 OrbiMed Advisors LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member OrbiMed Capital LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member Samuel D. Isaly By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly 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. 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 24, 2003 PW Alternative Asset Management, Inc. By: /s/ Michael Mascis ---------------------------- Name: Michael Mascis Title: Vice President UBS Eucalyptus Management, L.L.C. by UBS Fund Advisor, L.L.C. its Managing Member By: /s/ Michael Mascis ---------------------------- Name: Michael Mascis Title: Vice President of PW Alternative Asset Management, Inc. UBS Fund Advisor, L.L.C. By: /s/ Michael Mascis ---------------------------- Name: Michael Mascis Title: Vice President of PW Alternative Asset Management, Inc. EX-1.1 3 ex1-1.txt JOINT FILING AGREEMENT Exhibit 1.1 ---------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated September 24, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $.01 per share, of ArQule, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 24th day of September, 2003. OrbiMed Advisors LLC By: /s/ Samuel D. Isaly --------------------------- Name: Samuel D. Isaly Title: Managing Member OrbiMed Capital LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly PW Alternative Asset Management, Inc. By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Vice President UBS Eucalyptus Management, L.L.C. by UBS Fund Advisor, L.L.C. its Managing Member By: /s/ Michael Mascis ---------------------------- Name: Michael Mascis Title: Vice President of PW Alternative Asset Management, Inc. EX-2.1 4 ex2-1.txt STATEMENT OF CONTROL PERSON Exhibit 2.1 ---------- Statement of Control Person The Statement on this Schedule 13G/A dated September 24, 2003 with respect to the common stock, $.01 value per share, of ArQule, Inc. is filed by Samuel D. Isaly in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k), respectively, as control person (HC) of OrbiMed Advisors LLC and OrbiMed Capital LLC, and by PW Alternative Asset Management, Inc. in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k), respectively, as control person (HC) of UBS Eucalyptus Management, L.L.C. and UBS Fund Advisor, L.L.C. OrbiMed Advisors LLC, OrbiMed Capital LLC, UBS Eucalyptus Management, L.L.C. and UBS Fund Advisor, L.L.C. file this statement on Schedule 13G/A in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k), respectively, as investment advisors (IA). -----END PRIVACY-ENHANCED MESSAGE-----