SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bonita David P

(Last)

(First)

(Middle)

C/O AMBIT BIOSCIENCES CORPORATION

11080 ROSELLE STREET

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMBIT BIOSCIENCES CORP [ AMBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2013		P		10,500	A	$6.7773⁽¹⁾	10,807	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock	05/20/2013		P		100	A	$6.7773⁽²⁾	102	I	See Footnote⁽⁶⁾
Common Stock	05/21/2013		C		367,315	A	⁽³⁾	378,122	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock	05/21/2013		C		3,498	A	⁽³⁾	3,600	I	See Footnote⁽⁶⁾
Common Stock	05/21/2013		C		219,863	A	⁽⁷⁾	597,985	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock	05/21/2013		C		2,094	A	⁽⁷⁾	5,694	I	See Footnote⁽⁶⁾
Common Stock	05/21/2013		C		181,689	A	⁽⁸⁾	779,674	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock	05/21/2013		C		1,730	A	⁽⁸⁾	7,424	I	See Footnote⁽⁶⁾
Common Stock	05/21/2013		P		593,618⁽¹⁰⁾	A	$8	1,373,292	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock	05/21/2013		P		5,653⁽¹¹⁾	A	$8	13,077	I	See Footnote⁽⁶⁾
Common Stock	05/21/2013		P		61,910⁽¹²⁾	A	$8	1,435,202	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock	05/21/2013		P		590⁽¹³⁾	A	$8	13,667	I	See Footnote⁽⁶⁾
Common Stock	05/21/2013		P		8,020⁽¹⁴⁾	A	$6.897⁽¹⁴⁾	1,443,222	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock	05/21/2013		P		80⁽¹⁵⁾	A	$6.897⁽¹⁵⁾	13,747	I	See Footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series E Preferred Stock	⁽³⁾	05/21/2013		C			8,815,565	⁽³⁾	⁽³⁾	Common Stock	367,315	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Series E Preferred Stock	⁽³⁾	05/21/2013		C			83,959	⁽³⁾	⁽³⁾	Common Stock	3,498	$0.00	0	I	See Footnote⁽⁶⁾
Series D-2 Preferred Stock	⁽⁷⁾	05/21/2013		C			5,276,702	⁽⁷⁾	⁽⁷⁾	Common Stock	219,863	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Series D-2 Preferred Stock	⁽⁷⁾	05/21/2013		C			50,256	⁽⁷⁾	⁽⁷⁾	Common Stock	2,094	$0.00	0	I	See Footnote⁽⁶⁾
Series D Preferred Stock	⁽⁸⁾	05/21/2013		C			1,973,439	⁽⁸⁾	⁽⁸⁾	Common Stock	181,689	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽⁸⁾	05/21/2013		C			18,795	⁽⁸⁾	⁽⁸⁾	Common Stock	1,730	$0.00	0	I	See Footnote⁽⁶⁾
Stock Option (right to buy)	$6.66	05/21/2013		A			7,085	⁽⁹⁾	05/20/2023	Common Stock	7,085	$0.00	7,085	D

Explanation of Responses:

1. The shares were purchased by OrbiMed Private Investments III, LP ("OPI") in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.69 to $6.86, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (1) of this Form 4.

2. The shares were purchased by OrbiMed Associates III, LP ("Associates") in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.69 to $6.86, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (2) of this Form 4.

3. The Series E Preferred Stock did not have an expiration date. Upon the closing of the Issuer's initial public offering, every 24 shares of Series E Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration.

4. These securities are held of record by OPI and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("Capital"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). Capital is the sole general partner of OPI. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of Capital. By virtue of such relationships, Capital and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI noted above.

5. Isaly, a natural person, may also be deemed to have voting and investment power with respect to the securities held by OPI noted above in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of Capital, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI. The Reporting Person is an employee of Advisors and disclaims beneficial ownership over such securities, except to the extent of his pecuniary interest therein, if any.

6. These securities are held of record by Associates and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates. Isaly is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by Associates noted above. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates. The Reporting Person disclaims beneficial ownership over such securities, except to the extent of his pecuniary interest therein, if any.

7. The Series D-2 Preferred Stock did not have an expiration date. Upon the closing of the Issuer's initial public offering, every 24 shares of Series D-2 Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration.

8. The Series D Preferred Stock did not have an expiration date. Upon the closing of the Issuer's initial public offering, every 10.86166 shares of Series D Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration. The conversion ratio was incorrectly stated in the Reporting Person's Form 3.

9. One-third of the shares will vest on the first, second and third year anniversaries of the date of grant, such that the stock option is fully vested on May 21, 2016, subject to the optionee's continuous service with the Issuer through such vesting date.

10. The shares were purchased by OPI in a private placement concurrent with the closing of the Issuer's initial public offering.

11. The shares were purchased by Associates in a private placement concurrent with the closing of the Issuer's initial public offering.

12. The shares were purchased by OPI at the Issuer's initial public offering.

13. The shares were purchased by Associates at the Issuer's initial public offering.

14. The shares were purchased by OPI in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.77 to $7.00, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (14) of this Form 4.

15. The shares were purchased by Associates in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.77 to $7.00, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (15) of this Form 4.

	/s/ Cath Bovenizer, Attorney-in-Fact	05/22/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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