0000947871-12-000426.txt : 20120508 0000947871-12-000426.hdr.sgml : 20120508 20120508161801 ACCESSION NUMBER: 0000947871-12-000426 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120504 FILED AS OF DATE: 20120508 DATE AS OF CHANGE: 20120508 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERNUS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001356576 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 1550 E GUDE DR CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 301-838-2500 MAIL ADDRESS: STREET 1: 1550 E GUDE DR CITY: ROCKVILLE STATE: MD ZIP: 20850 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ISALY SAMUEL D CENTRAL INDEX KEY: 0001055949 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35518 FILM NUMBER: 12821658 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35518 FILM NUMBER: 12821660 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 II LLC CENTRAL INDEX KEY: 0001281668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35518 FILM NUMBER: 12821659 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 FORMER NAME: FORMER CONFORMED NAME: ORBIMED CAPITAL II LLC DATE OF NAME CHANGE: 20040225 4 1 ss144058_4.xml OWNERSHIP DOCUMENT X0305 4 2012-05-04 0 0001356576 SUPERNUS PHARMACEUTICALS INC SUPN 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001281668 ORBIMED CAPITAL GP II 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 Stock 2012-05-04 4 C 0 1668472 A 1668472 I See Footnotes Common Stock 2012-05-04 4 C 0 624710 A 624710 I See Footnotes Common Stock 2012-05-04 4 C 0 206816 A 206816 I See Footnotes Common Stock 2012-05-04 4 P 0 734128 5.00 A 2402600 I See Footnotes Common Stock 2012-05-04 4 P 0 274873 5.00 A 899583 I See Footnotes Common Stock 2012-05-04 4 P 0 90999 5.00 A 297815 I See Footnotes Series A Convertible Preferred Stock 2012-05-04 4 C 0 6673891 0 D 2005-12-22 Common Stock 1668472 0 I See Footnotes Series A Convertible Preferred Stock 2012-05-04 4 C 0 2498842 0 D 2005-12-22 Common Stock 624710 0 I See Footnotes Series A Convertible Preferred Stock 2012-05-04 4 C 0 827627 0 D 2005-12-22 Common Stock 206816 0 I See Footnotes Each share of Series A Convertible Preferred Stock automatically converted into 0.25 shares of Common Stock (together the shares of Series A Convertible Preferred Stock and the shares of Common Stock, the "Shares") without payment of consideration upon the closing of the Issuer's initial public offering. The shares of Series A Convertible Preferred Stock do not have an expiration date. The Shares reported herein as indirectly beneficially owned by OrbiMed Capital GP II LLC ("GP II"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly") are directly owned by OrbiMed Private Investments II, LP ("OPI II"), OrbiMed Private Investments II (QP), LP ("OPI II QP") and UBS Juniper Crossover Fund, L.L.C. ("Juniper"). Each of GP II, Advisors, and Isaly may be deemed to have a pecuniary interest in Shares beneficially owned by OPII and OPI II QP. This Form 4 is being jointly filed by GP II, Advisors and Isaly. The Reporting Persons have designated a representative, currently Michael B. Sheffery, to serve on the Issuer's board of directors. These Shares are beneficially owned by OPI II. GP II is the general partner of OPI II. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP II. Advisors and GP II may be deemed to have beneficial ownership of Shares held by OPI II by virtue of such relationships. Isaly, a natural person, may be deemed to have beneficial ownership of such Shares in his capacity as the managing member of, and holder of a controlling interest, in Advisors. These Shares are beneficially owned by OPI II QP. GP II is the general partner of OPI II QP. Advisors is the managing member of GP II. Advisors and GP II may be deemed to have beneficial ownership of Shares held by OPI II QP by virtue of such relationships. Isaly, a natural person, may be deemed to have beneficial ownership of such Shares in his capacity as the managing member of, and holder of a controlling interest, in Advisors. These Shares are beneficially owned by Juniper. Advisors manages the portfolio of Juniper and may be deemed to have beneficial ownership of Shares held by Juniper by virtue of that relationship. Isaly, a natural person, may be deemed to have beneficial ownership of such Shares in his capacity as the managing member of, and holder of a controlling interest, in Advisors. Each of Advisors, GP II and Isaly 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. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose. /s/ Samuel D. Isaly 2012-05-08