0000947871-20-000079.txt : 20200204 0000947871-20-000079.hdr.sgml : 20200204 20200204173019 ACCESSION NUMBER: 0000947871-20-000079 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200203 FILED AS OF DATE: 20200204 DATE AS OF CHANGE: 20200204 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: 001-39186 FILM NUMBER: 20575066 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 LLC CENTRAL INDEX KEY: 0001157524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39186 FILM NUMBER: 20575067 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 VII LLC CENTRAL INDEX KEY: 0001760648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39186 FILM NUMBER: 20575068 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6491 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Arcutis Biotherapeutics, Inc. CENTRAL INDEX KEY: 0001787306 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 812974255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2945 TOWNSGATE ROAD STREET 2: SUITE 110 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 805-418-5006 MAIL ADDRESS: STREET 1: 2945 TOWNSGATE ROAD STREET 2: SUITE 110 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 FORMER COMPANY: FORMER CONFORMED NAME: Arcutis, Inc. DATE OF NAME CHANGE: 20190905 4 1 ownership.xml X0306 4 2020-02-03 0 0001787306 Arcutis Biotherapeutics, Inc. ARQT 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022-4629 1 0 1 0 0001157524 ORBIMED CAPITAL LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001760648 OrbiMed Capital GP VII LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2020-02-03 4 P 0 382388 17 A 382388 I See Footnotes Common Stock 2020-02-03 4 P 0 176500 17 A 176500 I See Footnotes Common Stock 2020-02-04 4 C 0 2825603 A 3207991 I See Footnotes Common Stock 2020-02-04 4 C 0 859573 A 4067564 I See Footnotes Common Stock 2020-02-04 4 C 0 429786 A 606286 I See Footnotes Series B Preferred Stock 2020-02-04 4 C 0 2825603 0 D Common Stock 2825603 0 I See Footnotes Series C Preferred Stock 2020-02-04 4 C 0 859573 0 D Common Stock 859573 0 I See Footnotes Series C Preferred Stock 2020-02-04 4 C 0 429786 0 D Common Stock 429786 0 I See Footnotes These shares of the Issuer's common stock ("Shares") were purchased in the Issuer's initial public offering. The Shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP VII"), is the general partner of OPI VII and OrbiMed Advisors LLC is the managing member of OPI VII. OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VII and may be deemed to have beneficial ownership over such securities. OrbiMed Captial LLC ("OrbiMed Capital") is a relying adviser of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment 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 VII. Each of OrbiMed GP VII, OrbiMed Capital and OrbiMed Advisors 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. This report on Form 4 shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The Shares are held of record by OrbiMed Partners Master Fund Limited ("OPMF"). OrbiMed Capital is the investment manager of OPMF and is a relying adviser of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment 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 OPMF. The Series B Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-one basis immediately upon the closing of the Issuer's initial public offering and had no expiration date. The Series C Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-one immediately upon the closing of the Issuer's initial public offering and had no expiration date. /s/ Jonathan Silverstein Member of OrbiMed Advisors LLC 2020-02-04 /s/ Jonathan Silverstein Member of OrbiMed Capital LLC 2020-02-04 /s/ Jonathan Silverstein Member of OrbiMed Capital GP VII LLC 2020-02-04