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