0000899243-17-008135.txt : 20170317 0000899243-17-008135.hdr.sgml : 20170317 20170317202601 ACCESSION NUMBER: 0000899243-17-008135 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170315 FILED AS OF DATE: 20170317 DATE AS OF CHANGE: 20170317 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Aerpio Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001422142 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 611547850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9987 CARVER ROAD CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: (513) 985-1920 MAIL ADDRESS: STREET 1: 9987 CARVER ROAD CITY: CINCINNATI STATE: OH ZIP: 45242 FORMER COMPANY: FORMER CONFORMED NAME: ZETA ACQUISITION CORP II DATE OF NAME CHANGE: 20071227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ISALY SAMUEL D CENTRAL INDEX KEY: 0001055949 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53057 FILM NUMBER: 17699875 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP V LLC CENTRAL INDEX KEY: 0001615374 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53057 FILM NUMBER: 17699876 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53057 FILM NUMBER: 17699877 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-03-15 0 0001422142 Aerpio Pharmaceuticals, Inc. NONE 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001615374 OrbiMed Capital GP V LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001055949 ISALY SAMUEL D 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 3653451 I See Footnotes These shares were acquired pursuant to an Agreement and Plan of Merger, dated as of March 7, 2017 (the "Merger Agreement"), pursuant to which a wholly-owned subsidiary of the Company merged with and into Aerpio Therapeutics, Inc. ("Aerpio"). Pursuant to the Merger Agreement, the then outstanding shares of Aerpio's common stock and outstanding shares of each series of Aerpio's preferred stock were cancelled and were automatically converted into the right to received shares of the Company's common stock on a 2.3336572-1 basis upon closing of the merger. These securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP V. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, GP V, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to have beneficial ownership over such securities. This report on Form 3 is jointly filed by GP V, Advisors, and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Chau Khuong, an employee of Advisors, to serve on the Company's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. Exhibit 24.1: Limited Power of Attorney OrbiMed Private Investments V, LP, By: OrbiMed Capital GP V LLC, its General Partner, By: OrbiMed Advisors LLC, its Managing Member, By: /s/ Carl L. Gordon, Name: Carl L. Gordon, Title: Member 2017-03-17 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of Joseph Gardner, James Murphy, Danielle Lauzon and Amoli Pandya,
signing singly, the undersigned's true and lawful attorney-in-fact to:

       (1)     execute for and on behalf of the undersigned, in the
               undersigned's capacity as an officer and/or director of Aerpio
               Pharmaceuticals, Inc. (the "Company"), (i) Form ID, including any
               attached documents, to effect the assignment of codes to the
               undersigned to be used in the transmission of information to the
               United States Securities and Exchange Commission using the EDGAR
               System, (ii) Forms 3, 4 and 5, (iii) Schedule 13D, (iv) Schedule
               13G and (v) amendments of each thereof, in accordance with
               Section 16(a) of the Securities Exchange Act of 1934, as amended,
               and the rules thereunder;

       (2)     do and perform any and all acts for and on behalf of the
               undersigned which may be necessary or desirable to complete and
               execute any such Form 3, 4 or 5, Schedule 13D. Schedule 13G or
               any amendments thereto and timely file such form with the United
               States Securities and Exchange Commission and any stock exchange
               or similar authority; and

       (3)     take any other action of any type whatsoever in connection with
               the foregoing which, in the opinion of such attorney-in-fact, may
               be of benefit to, in the best interest of, or legally required
               by, the undersigned, it being understood that the documents
               executed by such attorney-in-fact on behalf of the undersigned
               pursuant to this Power of Attorney shall be in such form and
               shall contain such terms and conditions as such attorney-in-fact
               may approve in such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorney-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorney-in-fact.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney may be filed with the
United States Securities and Exchange Commission as a confirming statement of
the authority granted herein. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of the Company.


       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of March 17, 2017.

                                             OrbiMed Private Investments V, LP

                                             By:     OrbiMed Capital GP V LLC,
                                                     its General Partner

                                             By:     OrbiMed Advisors LLC,
                                                     its Managing Member

                                             By:   /s/ Carl L. Gordon
                                                ------------------------
                                             Name: Carl L. Gordon
                                             Title:  Member