0001104659-16-164577.txt : 20161230 0001104659-16-164577.hdr.sgml : 20161230 20161230162122 ACCESSION NUMBER: 0001104659-16-164577 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161230 FILED AS OF DATE: 20161230 DATE AS OF CHANGE: 20161230 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nabriva Therapeutics AG CENTRAL INDEX KEY: 0001641640 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: C4 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: LEBERSTRASSE 20 CITY: VIENNA STATE: C4 ZIP: 1110 BUSINESS PHONE: 43 (0)1 740 93-0 MAIL ADDRESS: STREET 1: LEBERSTRASSE 20 CITY: VIENNA STATE: C4 ZIP: 1110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ISALY SAMUEL D CENTRAL INDEX KEY: 0001055949 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37558 FILM NUMBER: 162077800 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37558 FILM NUMBER: 162077801 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 ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37558 FILM NUMBER: 162077802 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 3 1 a3.xml 3 X0206 3 2016-12-30 0 0001641640 Nabriva Therapeutics AG NBRV 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001615374 OrbiMed Capital GP V LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001055949 ISALY SAMUEL D 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Shares 167794 I See footnotes Common Shares 224166 I See footnotes Represented by 1,677,940 American Depositary Shares ("ADSs"). These shares are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Advisors LLC ("Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed Capital GP V LLC ("GP V"), which is the sole general partner of OPI V, which is the majority member of OrbiMed Private Investments V Cooperatief U.A. ("OPI V Cooperatief"), which is the sole shareholder of OrbiMed Private Investments V-NB B.V. ("OPI V-NB"). OPI V and OPI V-NB hold ADSs and Common Shares, respectively, as described herein. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of Advisors and owns a controlling interest in Advisors. This report on Form 3 is jointly filed by Advisors, GP V, and Isaly. 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 or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Chau Quang Khuong, an employee of Advisors, to serve on the issuer's board of directors. This report on Form 3 shall not be deemed an admission that any such entity or person, including the Reporting Persons, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. These shares are held of record by OPI V-NB. Exhibit Index: 24.1 - Power of Attorney /s/ Gary L. Sender, by power of attorney 2016-12-30 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Colin Broom and Gary Sender, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:

 

(1)                                 execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Nabriva Therapeutics AG (the “Company”), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);

 

(2)                                 do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including without limitation the filing of a Form ID or any other application materials to enable the undersigned to gain or maintain access to the Electronic Data Gathering, Analysis and Retrieval system of the SEC;

 

(3)                                 seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and

 

(4)                                 take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.  The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of December, 2016.

 

 

OrbiMed Private Investments V, LP

 

 

 

/s/ Samuel D. Isaly

 

Signature

 

 

 

Samuel D. Isaly, Managing Member of the General Partner

 

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