0000947871-21-001212.txt : 20211117
0000947871-21-001212.hdr.sgml : 20211117
20211117160957
ACCESSION NUMBER: 0000947871-21-001212
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211115
FILED AS OF DATE: 20211117
DATE AS OF CHANGE: 20211117
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: 001-38558
FILM NUMBER: 211420712
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 V LLC
CENTRAL INDEX KEY: 0001615374
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38558
FILM NUMBER: 211420711
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: Tricida, Inc.
CENTRAL INDEX KEY: 0001595585
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 463372526
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7000 SHORELINE COURT, SUITE 201
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: 415-429-7800
MAIL ADDRESS:
STREET 1: 7000 SHORELINE COURT, SUITE 201
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
4
1
ownership.xml
X0306
4
2021-11-15
0
0001595585
Tricida, Inc.
TCDA
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022-4629
1
0
1
0
0001615374
OrbiMed Capital GP V LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022-4629
1
0
1
0
Common Stock
2021-11-15
4
A
0
666667
6.00
A
10280947
I
See Footnotes
Common Stock
27584
I
See footnotes
Comm on Warrants to Purchase Common Stock
11.00
2021-11-15
4
A
0
666667
A
Common Stock
666667
666667
I
See footnotes
These shares of common stock and these common warrants were acquired directly from Tricida, Inc. (the "Issuer") in a registered direct offering. For each share purchased in the registered direct offering, at a price of $6.00 per share of common stock, the purchaser received one warrant.
These securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP V. By virtue of such relationships, GP V and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI V. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI V.
This report on Form 4 is jointly filed by GP V and Advisors. Each of the Reporting Persons 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. The Reporting Persons have designated a representative, David P. Bonita ("Bonita"), a member of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons, or Bonita, is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
These securities are held of record by Bonita. Pursuant to an agreement with Advisors and GP V, Bonita is obligated to transfer these securities, or the economic benefit thereof, to Advisors and GP V, which will in turn ensure that such securities or economic benefits are provided OPI V. Included are 16,403 restricted stock units ("RSUs") that vest on the earlier of (i) the one-year anniversary of June 10, 2021 (the "Grant Date") and (ii) the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the Grant Date, subject to Bonita's continuous service as a non-employee director through such vesting date. Each RSU represents a contingent right to receive one share of Common Stock.
The common warrants may be exercised for shares of common stock at any time on or after the date that is six months after the date of their issuance.
The expiration date is the earliest of: (a) the third anniversary of the date of their issuance, (b) immediately prior to the closing of a fundamental transaction or (c) the occurrence of certain other events. A "fundamental transaction" includes a consolidation or merger, the sale, transfer or other disposition of all or substantially all of the Issuer's properties or assets, the acquisition of more than 50% of the Issuer's outstanding common stock, any reorganization, recapitalization or reclassification of the Issuer's common stock or any person or group becoming the beneficial owner of 50% of the voting power represented by the Issuer's outstanding common stock.
/s/ Carl Gordon, Member of OrbiMed Advisors LLC
2021-11-17
/s/ Carl Gordon, Member of the Managing Member of OrbiMed Capital GP V LLC
2021-11-17