<SEC-DOCUMENT>0001172661-12-000253.txt : 20120214
<SEC-HEADER>0001172661-12-000253.hdr.sgml : 20120214
<ACCEPTANCE-DATETIME>20120214153935
ACCESSION NUMBER: 0001172661-12-000253
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Biodel Inc
CENTRAL INDEX KEY: 0001322505
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-83386
FILM NUMBER: 12608999
BUSINESS ADDRESS:
STREET 1: 100 SAW MILL ROAD
CITY: DANBURY
STATE: CT
ZIP: 06810
BUSINESS PHONE: 203-796-5000
MAIL ADDRESS:
STREET 1: 100 SAW MILL ROAD
CITY: DANBURY
STATE: CT
ZIP: 06810
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
IRS NUMBER: 133976876
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: SC 13G/A
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
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>biod0212a1.txt
<DESCRIPTION>SCHEDULE 13G HOLDINGS REPORT AMENDMENT
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 1
Biodel Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
09064M105
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<Page>
CUSIP No. 09064M105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Capital GP IV LLC
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 3,897,903 (see Item 6)
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 3,897,903 (see Item 6)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,897,903 (see Item 6)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.98% (see
Item 6)
12. Type of Reporting Person (See Instructions) OO
<Page>
CUSIP No. 09064M105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Advisors LLC
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a) [ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 3,897,903 (see Item 6)
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 3,897,903 (see Item 6)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,897,903 (see Item 6)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.98% (see
Item 6)
12. Type of Reporting Person (See Instructions) IA
<Page>
CUSIP No. 09064M105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Samuel D. Isaly
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 3,897,903 (see Item 6)
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 3,897,903 (see Item 6)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,897,903 (see Item 6)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.98% (see
Item 6)
12. Type of Reporting Person (See Instructions) HC
<Page>
Item 1. (a) Issuer: Biodel Inc.
1. Address:
100 SAW MILL ROAD
DANBURY CT 06810
Item 2. (a) Name of Person Filing:
OrbiMed Capital GP IV LLC
OrbiMed Advisors LLC
Samuel D. Isaly
(b) Address of Principal Business Offices:
601 Lexington Avenue, 54th Floor
New York, NY 10022
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number: 09064M105
Item 3. OrbiMed Advisors LLC is an investment advisor in accordance with
ss.240.13d-1(b)(1)(ii)(E) and the Managing Member of OrbiMed Capital
GP IV LLC. OrbiMed Capital GP IV LLC is the General Partner of
OrbiMed Private Investments IV, LP which beneficially owns the shares
of the Issuer's Common Stock ("Shares"), as detailed in Item 6.
Samuel D. Isaly is the Managing Member of OrbiMed Advisors LLC and
a control person in accordance with ss.240.13d-1(b)(1)(ii)(G).
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each filing
separately
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The Reporting Persons may be deemed to be the beneficial owners of
3,550,300 Shares and a warrant to purchase 1,805,555 Shares
(the "Warrant") held by OrbiMed Private Investments IV, LP.
The Warrant contains an issuance limitation on its exercise that
prohibits the holder and its affiliates from exercising the warrant
to the extent that such exercise would result in the beneficial
ownership by such holder and its affiliates of more than 9.98% of the
number of the Shares outstanding immediately after giving effect to
the issuance of Shares upon exercise of the Warrant (the "Blocker
Provisions").
As a result of the Blocker Provisions, as of the date hereof,
1,457,952 Shares that would otherwise be issuable upon exercise of
the Warrant may not be so issued, and therefore are not included in
the beneficial ownership calculations reported herein.
After giving effect to the Blocker Provisions, the Reporting Persons
may be deemed to be the beneficial owners of 3,897,903 Shares,
representing 9.98% of the Issuer's outstanding Shares, on behalf of
other persons who have the right to receive or the power to direct
the receipt of dividends from, or proceeds from the sale of, such
securities.
<Page>
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<Page>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 14, 2012
OrbiMed Capital GP IV LLC
By: OrbiMed Advisors LLC,
its Managing Member
------------------------
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
---------------------------
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G/A dated
February 14, 2012 (the "Schedule 13G/A"), with respect to the Common Stock,
par value of $.01 per share, Biodel Inc. is filed on
behalf of each of us pursuant to and in accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended,
and that this Agreement shall be included as an Exhibit to this Schedule
13G/A. Each of the undersigned agrees to be responsible for the timely filing
of the Schedule 13G/A, and for the completeness and accuracy of the
information concerning itself contained therein. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the 14th day of February 2012.
OrbiMed Capital GP IV LLC
By: OrbiMed Advisors LLC,
its Managing Member
------------------------
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
---------------------------
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Statement of Control Person
The Statement on this Schedule 13G/A dated February 14, 2012 with respect to
the Common Stock, par value of $.01 per share, of Biodel Inc.
is filed by Samuel D. Isaly in accordance with the provisions of Rule
13d-1(b) and Rule 13d-1(k),respectively, as the Managing Member of
OrbiMed Advisors LLC and a control person (HC) of OrbiMed
Capital GP IV LLC.
OrbiMed Advisors LLC files this statement on Schedule
13G/A in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k),
respectively, as an investment advisor (IA). OrbiMed Capital GP IV LLC is
the General Partner of OrbiMed Private Investments IV, LP, which beneficially
owns the shares of Biodel Inc. as detailed in Item 6.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>