0001172661-13-000560.txt : 20130214
0001172661-13-000560.hdr.sgml : 20130214
20130214132653
ACCESSION NUMBER: 0001172661-13-000560
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130214
DATE AS OF CHANGE: 20130214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Celsion CORP
CENTRAL INDEX KEY: 0000749647
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 521256615
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-37826
FILM NUMBER: 13610282
BUSINESS ADDRESS:
STREET 1: 997 LENOX DRIVE
STREET 2: SUITE 100
CITY: LAWRENCEVILLE
STATE: NJ
ZIP: 08648
BUSINESS PHONE: (609) 896-9100
MAIL ADDRESS:
STREET 1: 997 LENOX DRIVE
STREET 2: SUITE 100
CITY: LAWRENCEVILLE
STATE: NJ
ZIP: 08648
FORMER COMPANY:
FORMER CONFORMED NAME: CELSION CORP
DATE OF NAME CHANGE: 19980515
FORMER COMPANY:
FORMER CONFORMED NAME: CHEUNG LABORATORIES INC
DATE OF NAME CHANGE: 19920703
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
IRS NUMBER: 133976876
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: SC 13G/A
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
SC 13G/A
1
clsn0213a1.txt
SCHEDULE 13G HOLDINGS REPORT AMENDMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 1
Celsion Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
15117N305
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 15117N305
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Advisors LLC
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 49,500
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 49,500
9. Aggregate Amount Beneficially Owned by Each Reporting Person
49,500
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0.14%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 15117N305
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Capital LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 50,500
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 50,500
9. Aggregate Amount Beneficially Owned by Each Reporting Person
50,500
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0.14%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 15117N305
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Samuel D. Isaly
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 100,000
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 100,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
100,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0.29%
12. Type of Reporting Person (See Instructions) HC
Item 1. (a) Issuer: Celsion Corporation
1. Address:
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648
Item 2. (a) Name of Person Filing:
OrbiMed Advisors LLC
OrbiMed Capital LLC
Samuel D. Isaly
(b) Address of Principal Business Offices:
601 Lexington Avenue, 54th Floor
New York, NY 10022
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common stock
(e) CUSIP Number: 15117N305
Item 3. OrbiMed Advisors LLC and OrbiMed Capital LLC are investment
advisors in accordance with ss.240.13d-1(b)(1)(ii)(E). Samuel D. Isaly is
a control person in accordance with ss.240.13d-1(b)(1)(ii)(G).
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each filing
separately
Item 5. Ownership of Five Percent or Less of a Class
Reporting persons are holding 0.29% (0.14% in the case of
OrbiMed Advisors LLC and 0.14% in the case of OrbiMed Capital LLC) of
share equivalents issuable upon the exercise of long call options on
behalf of other persons who have the right to receive or the power
to direct the receipt of dividends from, or proceeds from the sale
of, such securities. No one such other person's interest in the
securities whose ownership is reported here relates to more than five
percent of the class.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 14, 2013
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Capital LLC
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated
February 14, 2013 (the "Schedule 13G/A"), with respect to the Common Stock,
par value $.01 per share, of Celsion Corporation is filed on
behalf of each of us pursuant to and in accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and
that this Agreement shall be included as an Exhibit to this Schedule 13G/A.
Each of the undersigned agrees to be responsible for the timely filing of the
Schedule 13G/A, and for the completeness and accuracy of the information
concerning itself contained therein. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the 14th day of February 2013.
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
---------------------------
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Capital LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Statement of Control Person
The Statement on this Schedule 13G/A dated February 14, 2013 with respect
to the common stock, $.01 par value per share, of Celsion Corporation
is filed by Samuel D. Isaly in accordance with the provisions of
Rule 13d-1(b) and Rule 13d-1(k),respectively,as control person (HC) of
OrbiMed Advisors LLC and OrbiMed Capital LLC.
OrbiMed Advisors LLC and OrbiMed Capital LLC file this statement on
Schedule 13G/A in accordance with the provisions of Rule 13d-1(b) and
Rule 13d-1(k), respectively, as investment advisors (IA).