SteadyMed Ltd.
|
(Name of Issuer)
|
Ordinary Shares, nominal value NIS 0.01 per share
|
(Title of Class of Securities)
|
M84920103
|
(CUSIP Number)
|
OrbiMed Advisors LLC
OrbiMed Advisors Israel II Limited
OrbiMed Israel GP II, L.P.
OrbiMed Capital GP VI LLC
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone: (212) 739-6400
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) |
August 30, 2018
|
(Date of Event which Requires Filing of this Statement)
|
* |
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 disclosures provided in a prior cover page.
|
CUSIP No. M84920103
|
1
|
Names of Reporting Persons.
OrbiMed Advisors LLC
|
|||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
||
3
|
SEC Use Only
|
|||
4
|
Source of Funds (See Instructions)
AF
|
|||
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
|
||
6
|
Citizenship or Place of Organization
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
||
8
|
Shared Voting Power
0
|
|||
9
|
Sole Dispositive Power
0
|
|||
10
|
Shared Dispositive Power
0
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0%
|
|||
14
|
Type of Reporting Person (See Instructions)
IA
|
CUSIP No. M84920103
|
1
|
Names of Reporting Persons.
OrbiMed Advisors Israel II Limited
|
|||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
||
3
|
SEC Use Only
|
|||
4
|
Source of Funds (See Instructions)
AF
|
|||
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
|
||
6
|
Citizenship or Place of Organization
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
||
8
|
Shared Voting Power
0
|
|||
9
|
Sole Dispositive Power
0
|
|||
10
|
Shared Dispositive Power
0
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0%
|
|||
14
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. M84920103
|
1
|
Names of Reporting Persons.
OrbiMed Israel GP II, L.P.
|
|||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
||
3
|
SEC Use Only
|
|||
4
|
Source of Funds (See Instructions)
AF
|
|||
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
|
||
6
|
Citizenship or Place of Organization
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
||
8
|
Shared Voting Power
0
|
|||
9
|
Sole Dispositive Power
0
|
|||
10
|
Shared Dispositive Power
0
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0%
|
|||
14
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. M84920103
|
1
|
Names of Reporting Persons.
OrbiMed Capital GP VI LLC
|
|||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
||
3
|
SEC Use Only
|
|||
4
|
Source of Funds (See Instructions)
AF
|
|||
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
|
||
6
|
Citizenship or Place of Organization
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
||
8
|
Shared Voting Power
0
|
|||
9
|
Sole Dispositive Power
0
|
|||
10
|
Shared Dispositive Power
0
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0%
|
|||
14
|
Type of Reporting Person (See Instructions)
OO
|
Seller
|
Date of Transaction
|
Transaction(1)
|
Number of Shares
|
Price Per Share
|
OPI VI
|
August 30, 2018
|
Purchase
|
55,000
|
$3.85
|
OIP II
|
August 30, 2018
|
Purchase
|
55,000
|
$3.85
|
OPI VI
|
August 30, 2018
|
Sold
|
2,123,098
|
$4.46(2)
|
OIP II
|
August 30, 2018
|
Sold
|
2,123,098
|
$4.46(2)
|
OPI VI
|
August 30, 2018
|
Sold
|
1,536,098(3)
|
$2.71
|
OIP II
|
August 30, 2018
|
Sold
|
1,536,098(3)
|
$2.71
|
OPI VI
|
August 30, 2018
|
Sold
|
348,500(3)
|
$2.33
|
OIP II
|
August 30, 2018
|
Sold
|
348,500(3)
|
$2.33
|
Exhibit
|
|
Title
|
1
|
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., and OrbiMed Capital GP VI LLC.
|
Dated: September 7, 2018
|
ORBIMED ADVISORS LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Jonathan T. Silverstein
|
|
|
|
Name: Jonathan T. Silverstein
|
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
By:
|
/s/ Sven H. Borho
|
|
|
|
Name: Sven H. Borho
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Name: Carl L. Gordon
|
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
ORBIMED ADVISORS ISRAEL II LIMITED
|
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Name: Carl L. Gordon
|
|
|
|
Title: Director
|
|
|
|
|
|
|
ORBIMED ISRAEL GP II, L.P.
|
|
|
|
|
|
|
|
By:
|
ORBIMED ADVISORS ISRAEL II LIMITED, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Name: Carl L. Gordon
|
|
|
|
Title: Director
|
|
|
|
|
|
|
ORBIMED CAPITAL GP VI LLC
|
|
|
|
|
|
|
|
By:
|
ORBIMED ADVISORS LLC, its managing member
|
|
|
|
|
|
|
By:
|
/s/ Jonathan T. Silverstein
|
|
|
|
Name: Jonathan T. Silverstein
|
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
By:
|
/s/ Sven H. Borho
|
|
|
|
Sven H. Borho
|
|
|
|
Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Carl L. Gordon
|
|
|
|
Member of OrbiMed Advisors LLC
|
|
Name
|
Position with Reporting Person
|
Principal Occupation
|
|
|
|
|
|
|
Carl L. Gordon
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Sven H. Borho
German and Swedish Citizen
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Jonathan T. Silverstein
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
W. Carter Neild
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Geoffrey C. Hsu
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Evan D. Sotiriou
|
Chief Financial Officer
|
Chief Financial Officer
OrbiMed Advisors LLC
|
Name
|
Position with Reporting Person
|
Principal Occupation
|
|
|
|
Carl L. Gordon
|
Director
|
Director
OrbiMed Advisors Israel II Limited
|
|
|
|
Jonathan T. Silverstein
|
Director
|
Director
OrbiMed Advisors Israel II Limited
|
|
|
|
Nissim Darvish
Israeli Citizen
|
Director
|
Director
OrbiMed Advisors Israel II Limited
|
|
|
|
Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., and OrbiMed Capital GP VI LLC.
|
|
ORBIMED ADVISORS LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Jonathan T. Silverstein
|
|
|
|
Name: Jonathan T. Silverstein
|
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
By:
|
/s/ Sven H. Borho
|
|
|
|
Name: Sven H. Borho
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Name: Carl L. Gordon
|
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
ORBIMED ADVISORS ISRAEL II LIMITED
|
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Name: Carl L. Gordon
|
|
|
|
Title: Director
|
|
|
|
|
|
|
ORBIMED ISRAEL GP II, L.P.
|
|
|
|
|
|
|
|
By:
|
ORBIMED ADVISORS ISRAEL II LIMITED, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Name: Carl L. Gordon
|
|
|
|
Title: Director
|
|
|
|
|
|
|
ORBIMED CAPITAL GP VI LLC
|
|
|
|
|
|
|
|
By:
|
ORBIMED ADVISORS LLC, its managing member
|
|
|
|
|
|
|
By:
|
/s/ Jonathan T. Silverstein
|
|
|
|
Name: Jonathan T. Silverstein
|
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
By:
|
/s/ Sven H. Borho
|
|
|
|
Sven H. Borho
|
|
|
|
Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Carl L. Gordon
|
|
|
|
Member of OrbiMed Advisors LLC
|
|