0000899243-23-000460.txt : 20230103 0000899243-23-000460.hdr.sgml : 20230103 20230103212624 ACCESSION NUMBER: 0000899243-23-000460 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221229 FILED AS OF DATE: 20230103 DATE AS OF CHANGE: 20230103 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: 001-39438 FILM NUMBER: 23504190 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: 001-39438 FILM NUMBER: 23504189 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP VIII LLC CENTRAL INDEX KEY: 0001845804 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39438 FILM NUMBER: 23504188 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4629 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Genesis GP LLC CENTRAL INDEX KEY: 0001808744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39438 FILM NUMBER: 23504187 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: Disc Medicine, Inc. CENTRAL INDEX KEY: 0001816736 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 851613057 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 ONE KENDALL SQUARE, 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: (617) 401-4400 MAIL ADDRESS: STREET 1: 300 ONE KENDALL SQUARE, 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: Gemini Therapeutics, Inc. /DE DATE OF NAME CHANGE: 20210209 FORMER COMPANY: FORMER CONFORMED NAME: FS Development Corp. DATE OF NAME CHANGE: 20200702 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-12-29 0 0001816736 Disc Medicine, Inc. IRON 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001682115 OrbiMed Capital GP VI LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001845804 OrbiMed Capital GP VIII LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001808744 OrbiMed Genesis GP LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2022-12-29 4 J 0 284876 A 284876 I See footnote Common Stock 2022-12-29 4 J 0 582622 A 582622 I See footnote Common Stock 2022-12-29 4 J 0 153936 A 736558 I See footnote Common Stock 2022-12-29 4 J 0 1139507 A 1139507 I See footnote Gemini Therapeutics, Inc. (" Gemini"), and Disc Medicine Opco, Inc. (f/k/a Disc Medicine, Inc.) ("Disc"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), on August 9, 2022, pursuant to which, among other matters, a direct, wholly owned subsidiary of Gemini, Gemstone Merger Sub, Inc. ("Merger Sub"), merged with and into Disc, with Disc surviving as a wholly owned subsidiary of Gemini, and the surviving corporation of the merger, which transaction is referred to herein as the merger. The merger closed on December 29, 2022. Following the effectiveness of the merger on December 29, 2022, the surviving corporation changed its name from Gemini to Disc Medicine, Inc. (the "Issuer"). (Continued from footnote 1) Upon the closing of the merger, each share of Disc common stock (after giving effect to the conversion of each share of Disc's preferred stock into Disc common stock and including all such shares that are converted into Disc common stock) was converted into the right to receive a number of shares of Gemini common stock equal to an exchange ratio of 0.1096. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis Master Fund and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII. This report on Form 4 is jointly filed by OrbiMed Advisors, Genesis GP, GP VI, and GP VIII. 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 pecuniary interest therein, if any. OrbiMed Advisors, GP VI, and GP VIII have designated a representative, Mona Ashiya ("Ashiya"), an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose. On December 29, 2022, Gemini effected a 1-for-10 reverse stock split of its common stock. OrbiMed Advisors LLC, By: /s/ Douglas Coon Name: Douglas Coon Title: Chief Compliance Officer 2023-01-03 OrbiMed Capital GP VI LLC , by: OrbiMed Advisors LLC, By: /s/ Douglas Coon Name: Douglas Coon Title: Chief Compliance Officer 2023-01-03 OrbiMed Genesis GP LLC, by: OrbiMed Advisors LLC, By: /s/ Douglas Coon Name: Douglas Coon Title: Chief Compliance Officer 2023-01-03 OrbiMed Capital GP VIII LLC, by: OrbiMed Advisors LLC, By: /s/ Douglas Coon Name: Douglas Coon Title: Chief Compliance Officer 2023-01-03