0000947871-18-000735.txt : 20180907
0000947871-18-000735.hdr.sgml : 20180907
20180907170505
ACCESSION NUMBER: 0000947871-18-000735
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180830
FILED AS OF DATE: 20180907
DATE AS OF CHANGE: 20180907
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: 001-36889
FILM NUMBER: 181060739
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: 001-36889
FILM NUMBER: 181060740
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 Advisors Israel II Ltd
CENTRAL INDEX KEY: 0001682093
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36889
FILM NUMBER: 181060741
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 Israel GP II, L.P.
CENTRAL INDEX KEY: 0001682090
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36889
FILM NUMBER: 181060742
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
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SteadyMed Ltd.
CENTRAL INDEX KEY: 0001619087
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5 OPPENHEIMER STREET
CITY: REHOVOT
STATE: L3
ZIP: 76701
BUSINESS PHONE: (925) 272-4991
MAIL ADDRESS:
STREET 1: 5 OPPENHEIMER STREET
CITY: REHOVOT
STATE: L3
ZIP: 76701
4
1
ownership.xml
X0306
4
2018-08-30
1
0001619087
SteadyMed Ltd.
STDY
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022-4629
0
0
1
0
0001682115
OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001682093
OrbiMed Advisors Israel II Ltd
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001682090
OrbiMed Israel GP II, L.P.
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Ordinary Shares, nominal value NIS 0.01 per share
2018-08-30
4
S
0
2123098
4.46
D
0
I
See Footnotes
Ordinary Shares, nominal value NIS 0.01 per share
2018-08-30
4
S
0
2123098
4.46
D
0
I
See Footnotes
Warrants to Purchase Ordinary Shares
6.875
2018-08-30
4
P
0
55000
3.85
A
2017-04-25
2022-04-24
Ordinary Shares
55000
348500
I
See Footnotes
Warrants to Purchase Ordinary Shares
6.875
2018-08-30
4
P
0
55000
3.85
A
2017-04-25
2022-04-24
Ordinary Shares
55000
348500
I
See Footnotes
Warrants to Purchase Ordinary Shares
3.59
2018-08-30
4
S
0
1536098
D
2016-08-03
2021-08-03
Ordinary Shares
1536098
0
I
See Footnotes
Warrants to Purchase Ordinary Shares
3.59
2018-08-30
4
S
0
1536098
D
2016-08-03
2021-08-03
Ordinary Shares
1536098
0
I
See Footnotes
Warrants to Purchase Ordinary Shares
6.875
2018-08-30
4
S
0
348500
D
2017-04-25
2022-04-24
Ordinary Shares
348500
0
I
See Footnotes
Warrants to Purchase Ordinary Shares
6.875
2018-08-30
4
S
0
348500
D
2017-04-25
2022-04-24
Ordinary Shares
348500
0
I
See Footnotes
Disposed of pursuant to the merger agreement (the "Merger Agreement") between the Issuer, United Therapeutics Corporation and Daniel 24043 Ltd. Corporation. In addition to the cash consideration, each shareholder of the issuer also received one contractual contingent value right ("CVR") per Ordinary Share. Each CVR represents the right to receive $2.63 in cash upon the achievement of a specified milestone.
These securities were 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 LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power over the securities held by OPI VI and as a result may be deemed to have beneficial ownership over such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercises 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 securities held by OPI VI.
These securities were held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("OIP GP") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("OrbiMed Limited") is the managing member of OIP GP. By virtue of such relationships, OIP GP and OrbiMed Limited may be deemed to have voting and investment power over the securities held by OIP II and as a result may be deemed to have beneficial ownership over such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Limited exercises this investment power through an investment committee comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the securities held by OIP II.
Under the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding warrant to purchase Ordinary Shares of the Issuer issued in 2016 was converted into the right to receive $2.71.
At the Effective Time, each outstanding warrant to purchase Ordinary Shares of the Issuer issued in 2017 was converted into the right to receive $2.33.
Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by GP VI, OrbiMed Limited, OIP GP 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 VI, OrbiMed Limited, OIP GP 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 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
2018-09-07
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC and Director of OrbiMed Advisors Israel II Limited
2018-09-07
/s/ Jonathan T. Silverstein, Member of OrbiMed Advisors LLC
2018-09-07