Prevail Therapeutics Inc.
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(Name of Issuer)
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COMMON STOCK
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(Title of Class of Securities)
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74140Y101
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(CUSIP Number)
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OrbiMed Advisors LLC
OrbiMed Capital GP VI LLC
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone: (212) 739-6400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) |
June 24, 2019
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(Date of Event which Requires Filing of this Statement)
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*
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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.
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CUSIP No. 74140Y101
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1
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NAME OF REPORTING PERSONS
OrbiMed Advisors LLC
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS (See Instructions)
AF
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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||
8
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SHARED VOTING POWER
13,822,463
|
|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
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SHARED DISPOSITIVE POWER
13,822,463
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,822,463
|
|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%*
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|||
14
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TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 74140Y101
|
|
1
|
NAME OF REPORTING PERSONS
OrbiMed Capital GP VI LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
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
13,822,463
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
13,822,463
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,822,463
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%*
|
|||
14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and OrbiMed Capital GP VI LLC.
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2.
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Investor Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of
March 19, 2019 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC 333-231754).
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Dated: June 27, 2019
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ORBIMED ADVISORS LLC
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By:
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/s/ Carl L. Gordon
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Name: Carl L. Gordon
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Title: Member of OrbiMed Advisors LLC
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ORBIMED CAPITAL GP VI LLC
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By:
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ORBIMED ADVISORS LLC, its managing member
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Member of OrbiMed Advisors LLC
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By:
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/s/ Carl L. Gordon
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Carl L. Gordon
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Title: Member of OrbiMed Advisors LLC
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Name
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Position
with Reporting Person
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Principal
Occupation
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Carl L. Gordon
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Member
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Member
OrbiMed Advisors LLC
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Sven H. Borho
German and Swedish Citizen
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Member
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Member
OrbiMed Advisors LLC
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Jonathan T. Silverstein
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Member
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Member
OrbiMed Advisors LLC
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W. Carter Neild
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Member
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Member
OrbiMed Advisors LLC
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Geoffrey C. Hsu
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Member
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Member
OrbiMed Advisors LLC
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C. Scotland Stevens |
Member |
Member
OrbiMed Advisors LLC
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Trey Block |
Chief Financial Officer |
Chief Financial Officer
OrbiMed Advisors LLC
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Exhibit
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Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and OrbiMed Capital GP VI LLC.
|
2.
|
Investor Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of
March 19, 2019 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC 333-231754).
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ORBIMED ADVISORS LLC
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||
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By:
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/s/ Carl L. Gordon
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Name: Carl L. Gordon
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Title: Member of OrbiMed Advisors LLC
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ORBIMED CAPITAL GP VI LLC
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By:
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ORBIMED ADVISORS LLC, its managing member
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Member of OrbiMed Advisors LLC
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By:
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/s/ Carl L. Gordon
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Carl L. Gordon
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Title: Member of OrbiMed Advisors LLC
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