0001104659-24-006839.txt : 20240125
0001104659-24-006839.hdr.sgml : 20240125
20240125204019
ACCESSION NUMBER: 0001104659-24-006839
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240125
FILED AS OF DATE: 20240125
DATE AS OF CHANGE: 20240125
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41929
FILM NUMBER: 24563851
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 VIII LLC
CENTRAL INDEX KEY: 0001845804
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41929
FILM NUMBER: 24563850
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022-4629
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022-4629
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Asia GP IV, L.P.
CENTRAL INDEX KEY: 0001966836
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41929
FILM NUMBER: 24563848
BUSINESS ADDRESS:
STREET 1: 190 ELGIN AVENUE
STREET 2: GEORGE TOWN
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-9001
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 Advisors IV Ltd
CENTRAL INDEX KEY: 0001966835
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41929
FILM NUMBER: 24563849
BUSINESS ADDRESS:
STREET 1: 190 ELGIN AVENUE
STREET 2: GEORGE TOWN
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-9001
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: ArriVent Biopharma, Inc.
CENTRAL INDEX KEY: 0001868279
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 18 CAMPUS BLVD.
STREET 2: SUITE 100
CITY: NEWTOWN SQUARE
STATE: PA
ZIP: 19073-3269
BUSINESS PHONE: 240-780-6356
MAIL ADDRESS:
STREET 1: 18 CAMPUS BLVD.
STREET 2: SUITE 100
CITY: NEWTOWN SQUARE
STATE: PA
ZIP: 19073-3269
3
1
tm244073d10_3seq1.xml
OWNERSHIP DOCUMENT
X0206
3
2024-01-25
0
0001868279
ArriVent Biopharma, Inc.
AVBP
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001845804
OrbiMed Capital GP VIII LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001966835
OrbiMed Advisors IV Ltd
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001966836
OrbiMed Asia GP IV, L.P.
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK,
NY
10022
1
0
1
0
Series A Preferred Stock
Common Stock
821827
I
See footnotes
Series A Preferred Stock
Common Stock
821827
I
See footnotes
Series B Preferred Stock
Common Stock
469615
I
See footnotes
Series B Preferred Stock
Common Stock
469615
I
See footnotes
The shares of preferred stock will automatically convert into the Issuer's common stock in accordance with the Issuer's Amended and Restated Certificate of Incorporation immediately prior to the completion of the Issuer's initial public offering.
The shares of preferred stock will convert into common stock immediately prior to the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Amended and Restated Certificate of Incorporation, as amended, based on the initial purchase price and the conversion rate in effect at the time of conversion. The shares of preferred stock will convert on a 15.21-for-1 basis and such conversion rate is reflected in the amount of common stock underlying the security.
These securities are held of record by OrbiMed Asia Partners IV, L.P. ("OAP IV"). OrbiMed Asia GP IV, L.P. ("Asia GP IV") is the general partner of OAP IV and OrbiMed Advisors IV Limited ("Advisors IV") is the general partner of Asia GP IV. OrbiMed Advisors LLC ("OrbiMed Advisors") is the advisory company of OAP IV. By virtue of such relationships, Asia GP IV, Advisors IV, and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OAP IV and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment 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 OAP IV.
These securities are held of record by OrbiMed Private Investments VIII, L.P. ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment 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 VIII.
This report on Form 3 is jointly filed by OrbiMed Advisors, GP VIII, Advisors IV, and Asia GP IV. 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, Carl L. Gordon, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
OrbiMed Advisors LLC By: /s/ Douglas Coon, Chief Compliance Officer
2024-01-25
OrbiMed Capital GP VIII LLC By: /s/ Douglas Coon, Chief Compliance Officer
2024-01-25
OrbiMed Advisors IV Limited By: /s/ Douglas Coon, Chief Compliance Officer
2024-01-25
OrbiMed Asia GP IV, L.P. By: /s/ Douglas Coon, Chief Compliance Officer
2024-01-25