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