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