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