0000899243-17-027003.txt : 20171120
0000899243-17-027003.hdr.sgml : 20171120
20171120173237
ACCESSION NUMBER: 0000899243-17-027003
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171120
FILED AS OF DATE: 20171120
DATE AS OF CHANGE: 20171120
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ISALY SAMUEL D
CENTRAL INDEX KEY: 0001055949
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38295
FILM NUMBER: 171214866
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38295
FILM NUMBER: 171214868
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 Capital GP IV LLC
CENTRAL INDEX KEY: 0001502240
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38295
FILM NUMBER: 171214867
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Arsanis, Inc.
CENTRAL INDEX KEY: 0001501697
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 273181608
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 890 WINTER STREET, SUITE 230
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-819-5704
MAIL ADDRESS:
STREET 1: 890 WINTER STREET, SUITE 230
CITY: WALTHAM
STATE: MA
ZIP: 02451
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-11-20
0
0001501697
Arsanis, Inc.
ASNS
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVE., 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001502240
OrbiMed Capital GP IV LLC
601 LEXINGTON AVE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001055949
ISALY SAMUEL D
601 LEXINGTON AVE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Stock
2017-11-20
4
C
0
19533
A
19533
I
See Footnotes
Common Stock
2017-11-20
4
C
0
252230
A
271763
I
See Footnotes
Common Stock
2017-11-20
4
C
0
328909
A
600672
I
See Footnotes
Common Stock
2017-11-20
4
C
0
114320
A
714992
I
See Footnotes
Common Stock
2017-11-20
4
C
0
653974
A
1368966
I
See Footnotes
Common Stock
2017-11-20
4
C
0
500000
10.00
A
1868966
I
See Footnotes
Series A-1 Convertible Preferred Stock
2017-11-20
4
C
0
66667
0.00
D
Common Stock
19533
0
I
See Footnotes
Series A-2 Convertible Preferred Stock
2017-11-20
4
C
0
704846
0.00
D
Common Stock
252230
0
I
See Footnotes
Series B Convertible Preferred Stock
2017-11-20
4
C
0
736648
0.00
D
Common Stock
328909
0
I
See Footnotes
Series C Convertible Preferred Stock
2017-11-20
4
C
0
229412
0.00
D
Common Stock
114320
0
I
See Footnotes
Series D Convertible Preferred Stock
2017-11-20
4
C
0
2232014
0.00
D
Common Stock
653974
0
I
See Footnotes
The Series A-1 Convertible Preferred Stock converted into Common Stock on a 0.29300-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-1 Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.
The Series A-2 Convertible Preferred Stock converted into Common Stock on a 0.35785-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-2 Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.
The Series B Convertible Preferred Stock converted into Common Stock on a 0.44650-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.
The Series C Convertible Preferred Stock converted into Common Stock on a 0.49832-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series C Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.
The Series D Convertible Preferred Stock converted into Common Stock on a 0.29300-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series D Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.
The reported securities are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the sole general partner of OPI IV, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP IV. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and owner of a controlling interest in, Advisors. By virtue of such relationships, GP IV, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI IV. The Reporting Persons have designated a representative, currently Carl Gordon, a member of Advisors, to serve on the Issuer's board of directors.
This report on Form 4 is jointly filed by GP IV, 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. This report on Form 4 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.
/s/ Samuel D. Isaly, as managing member of OrbiMed Advisors LLC
2017-11-20
/s/ Samuel D. Isaly, as managing member of OrbiMed Advisors LLC, the managing member of OrbiMed Capital GP IV LLC
2017-11-20
/s/ Samuel D. Isaly
2017-11-20