0000899243-18-002318.txt : 20180130 0000899243-18-002318.hdr.sgml : 20180130 20180130184105 ACCESSION NUMBER: 0000899243-18-002318 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180130 FILED AS OF DATE: 20180130 DATE AS OF CHANGE: 20180130 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: 001-38359 FILM NUMBER: 18560491 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 VI LLC CENTRAL INDEX KEY: 0001682115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38359 FILM NUMBER: 18560490 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: resTORbio, Inc. CENTRAL INDEX KEY: 0001720580 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 813305277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 501 BOYLSTON STREET STREET 2: SUITE 6102 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-482-2333 MAIL ADDRESS: STREET 1: 501 BOYLSTON STREET STREET 2: SUITE 6102 CITY: BOSTON STATE: MA ZIP: 02116 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-01-30 0 0001720580 resTORbio, Inc. TORC 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE (AT 53RD STREET) 54TH FLOOR NEW YORK NY 10022-4629 1 0 1 0 0001682115 OrbiMed Capital GP VI LLC 601 LEXINGTON AVENUE (AT 53RD STREET) 54TH FLOOR NEW YORK NY 10022-4629 1 0 1 0 Common Stock 2018-01-30 4 C 0 2425485 A 2425485 I See Footnotes Common Stock 2018-01-30 4 C 0 1871569 A 4297054 I See Footnotes Common Stock 2018-01-30 4 P 0 533333 15.00 A 4830387 I See Footnotes Series A Preferred Stock 2018-01-30 4 C 0 2425482 0.00 D Common Stock 2425485 0 I See Footnotes Series B Preferred Stock 2018-01-30 4 C 0 1871569 0.00 D Common Stock 1871569 0 I See Footnotes Represents the total number of shares of Common Stock received by the Reporting Person upon conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This report on Form 4 is jointly filed by GP VI and Advisors. 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, Jonathan T. Silverstein, a member 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 purposes of Section 16 of the Exchange Act, or for any other purposes. Represents the total number of shares of Common Stock received by the Reporting Person upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering. All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1.2804-for-1 basis on January 30, 2018 and had no expiration date. /s/ Jonathan Silverstein 2018-01-30