0001172661-12-000258.txt : 20120214
0001172661-12-000258.hdr.sgml : 20120214
20120214154842
ACCESSION NUMBER: 0001172661-12-000258
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: INHIBITEX, INC.
CENTRAL INDEX KEY: 0001274913
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 742708737
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-79900
FILM NUMBER: 12609155
BUSINESS ADDRESS:
STREET 1: 9005 WESTSIDE PARKWAY
CITY: ALPHARETTA
STATE: GA
ZIP: 30004
BUSINESS PHONE: 678-746-1100
MAIL ADDRESS:
STREET 1: 9005 WESTSIDE PARKWAY
CITY: ALPHARETTA
STATE: GA
ZIP: 30004
FORMER COMPANY:
FORMER CONFORMED NAME: INHIBITEX INC
DATE OF NAME CHANGE: 20031231
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: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13G/A
1
inhx0212a2.txt
SCHEDULE 13G HOLDINGS REPORT AMENDMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 2
Inhibitex, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45719T103
(CUSIP Number)
December 31, 2011
(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. 45719T103
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: 2,544,249
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 2,544,249
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,544,249
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 3.19%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 45719T103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Capital GP III 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: 2,520,183
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 2,520,183
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,520,183
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 3.16%
12. Type of Reporting Person (See Instructions) OO
CUSIP No. 45719T103
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: 2,544,249
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 2,544,249
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,544,249
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 3.19%
12. Type of Reporting Person (See Instructions) HC
Item 1. (a) Issuer: Inhibitex, Inc.
1. Address:
9005 WESTSIDE PARKWAY
ALPHARETTA GA 30009
Item 2. (a) Name of Person Filing:
OrbiMed Advisors LLC
OrbiMed Capital GP III LLC
Samuel D. Isaly
(b) Address of Principal Business Offices:
601 Lexington Avenue, 54th Floor
New York, NY 10022
(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: 45719T103
Item 3. OrbiMed Advisors LLC is an investment advisor in accordance with
ss.240.13d-1(b)(1)(ii)(E). Samuel D. Isaly is and OrbiMed Capital GP III LLC
are control persons in accordance with ss.240.13d-1(b)(1)(ii)(G).
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 3.19% (3.16% in the case of OrbiMed
Capital GP III LLC) of the shares and share equivalents issuable
upon the conversion of warrants on behalf of other persons who have
the right to receive or the power to direct the receipt of dividends
from, or proceeds from sale of, such securities. No one such other
person's interest in the securities whose ownership is reported
here relates to more than five percent of the class.
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 acquired and held in the ordinary
course of business and 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: February 14, 2012
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Capital GP III LLC
By: OrbiMed Advisors LLC,
its Managing Member
By: /s/ Samuel D. Isaly
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated
February 14, 2012 (the "Schedule 13G/A"), with respect to the Common Stock,
par value $.001 per share, of Inhibitex, 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 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 14th day of February 2012.
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
---------------------------
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Capital GP III LLC
By: OrbiMed Advisors LLC,
its Managing Member
By: /s/ Samuel D. Isaly
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Statement of Control Person
The Statement on this Schedule 13G/A dated February 14, 2012 with respect
to the common stock, $.001 par value per share, of Inhibitex, 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 GP III LLC.
Orbimed Capital GP III LLC files this statement on Schedule 13G/A in
accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k),
respectively, as a control person (HC).
OrbiMed Advisors LLC files 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).