0000947871-18-000156.txt : 20180215
0000947871-18-000156.hdr.sgml : 20180215
20180215165701
ACCESSION NUMBER: 0000947871-18-000156
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180213
FILED AS OF DATE: 20180215
DATE AS OF CHANGE: 20180215
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: 001-37471
FILM NUMBER: 18618414
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 III LLC
CENTRAL INDEX KEY: 0001432241
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37471
FILM NUMBER: 18618413
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-749-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PIERIS PHARMACEUTICALS, INC.
CENTRAL INDEX KEY: 0001583648
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
IRS NUMBER: 300784346
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 255 STATE STREET
STREET 2: 9TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 857-246-8998
MAIL ADDRESS:
STREET 1: 255 STATE STREET
STREET 2: 9TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02109
FORMER COMPANY:
FORMER CONFORMED NAME: Marika Inc.
DATE OF NAME CHANGE: 20130805
4
1
ss80152_4.xml
OWNERSHIP DOCUMENT
X0306
4
2018-02-13
0
0001583648
PIERIS PHARMACEUTICALS, INC.
PIRS
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001432241
OrbiMed Capital GP III LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Stock
2018-02-13
4
M
0
6057
4.68
A
5506787
I
See Footnotes
Common Stock
2018-02-13
4
M
0
58
4.68
A
49328
I
See Footnotes
Common Stock
2018-02-13
4
M
0
1765
5.08
A
5508552
I
See Footnotes
Common Stock
2018-02-13
4
M
0
17
5.08
A
49345
I
See Footnotes
Common Stock
2018-02-13
4
S
0
7822
8.98
D
5500730
I
See Footnotes
Common Stock
2018-02-13
4
S
0
75
8.98
D
49270
I
See Footnotes
Stock Option (right to buy)
4.68
2018-02-13
4
M
0
6057
0
D
2018-02-15
Common Stock
6057
0
I
See Footnotes
Stock Option (right to buy)
4.68
2018-02-13
4
M
0
58
0
D
2018-02-15
Common Stock
58
0
I
See Footnotes
Stock Option (right to buy)
5.08
2018-02-13
4
M
0
1765
0
D
2018-02-15
Common Stock
1765
0
I
See Footnotes
Stock Option (right to buy)
5.08
2018-02-13
4
M
0
17
0
D
2018-02-15
Common Stock
17
0
I
See Footnotes
The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on October 25, 2017 for services as a director of the Issuer. The award included stock options relating to a total of 6,115 shares of the Issuer's Common Stock and was vested and exercisable on October 25, 2017. Mr. Khuong is no longer a director of the Issuer.
The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on January 25, 2018 for services as a director of the Issuer. The award included stock options relating to a total of 1,782 shares of the Issuer's Common Stock and was vested and exercisable on January 25, 2018. Mr. Khuong is no longer a director of the Issuer.
These Shares are held of record by OrbiMed Private Investments III, LP ("OPI III"). OrbiMed Capital GP III LLC ("GP III") is the general partner of OPI III, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP III. By virtue of such relationships, GP III and Advisors may be deemed to have voting and investment power over the securities held by OPI III 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"). Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI III.
These Shares are held of record by OrbiMed Associates III, LP ("Associates III"). Advisors is the general partner of Associates III. By virtue of such relationships, Advisors may be deemed to have voting and investment power over the securities held by Associates III and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by Associates III.
Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by GP III and Advisors, is no longer subject to Section 16 with respect to securities of the Issuer.
This report on Form 4 is jointly filed by GP III and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.
/s/ Sven H. Borho, Member of OrbiMed Advisors LLC
2018-02-15
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC
2018-02-15
/s/ Jonathan T. Silverstein, Member of OrbiMed Advisors LLC
2018-02-15