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