UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Anthera Pharmaceuticals, Inc.
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
03674U 102
(CUSIP Number)
OrbiMed Advisors LLC
OrbiMed Capital GP IV LLC
Samuel D. Isaly
767 Third Avenue
New York, NY 10017
Telephone: (212) 739-6400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 26, 2011
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§ 240.13d-7(b) for other parties to whom copies are to be sent.
* 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.
The information required on 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).
(Continued on following pages)
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Item 1.
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Security and Issuer.
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This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Anthera Pharmaceuticals, Inc., a corporation organized under the laws of the state of Delaware (the “Issuer”), with its principal executive offices located at 25801 Industrial Boulevard, Suite B, Hayward, California 94545. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
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Item 2.
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Identity and Background.
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(a) This Statement is being filed by OrbiMed Advisors LLC, a limited liability company organized under the laws of Delaware, OrbiMed Capital GP IV LLC, a limited liability company organized under the laws of Delaware, and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).
(b) – (c) OrbiMed Advisors LLC, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed Capital GP IV LLC. OrbiMed Capital GP IV LLC is the sole general partner of OrbiMed Private Investments IV, LP (“OPI IV”) (formerly Caduceus Private Investments IV, LP), which holds shares of Common Stock (“Shares”), as more particularly described in Item 6 below. OrbiMed Advisors LLC has its principal offices at 767 Third Avenue, 30th Floor, New York, New York 10017.
OrbiMed Capital GP IV LLC has its principal offices at 767 Third Avenue, 30th Floor, New York, New York 10017.
Isaly, a natural person, owns a controlling interest in OrbiMed Advisors LLC.
The directors and executive officers of OrbiMed Advisors LLC and OrbiMed Capital GP IV LLC are set forth on Schedules I and II, attached hereto. Schedules I and II set forth the following information with respect to each such person:
(i) name;
(ii) business address (or residence address where indicated);
(iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
(iv) citizenship.
(d) – (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I or II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Isaly is a citizen of the United States.
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Item 3.
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Source and Amount of Funds or Other Considerations.
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On and prior to the close of May 26, 2011, OrbiMed Advisors LLC and OrbiMed Capital GP IV LLC, pursuant to their authority under the limited partnership agreement of OPI IV, as more particularly referred to in Item 6 below, caused OPI IV to dispose of in the aggregate 329,834 Shares (all such Shares were purchased more than 60 days prior to May 9, 2011).
As a result of the transactions described in this Item 3, the Reporting Persons may be deemed to be the beneficial owners of approximately 12.92% of the outstanding Shares. OrbiMed Capital GP IV LLC, as the general partner of OPI IV, may be deemed to be the beneficial owner of approximately 12.92% of the Shares. OrbiMed Advisors LLC, as the managing member of OrbiMed Capital GP IV LLC, may be deemed to be the beneficial owner
of approximately 12.92% of the Shares. Isaly, as the owner of a controlling interest in OrbiMed Advisors LLC, may be deemed to be the beneficial owner of approximately 12.92% of the Shares.
None of the Reporting Persons have acquired or disposed of any additional Shares of the Issuer since May 26, 2011.
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Item 4.
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Purpose of Transaction.
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As described more fully in Item 3 above, this statement relates to the disposition of Shares by the Reporting Persons. The Shares initially had been acquired (and those that continue to be held, are held) by the Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of OPI IV.
The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Issuer’s Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth herein, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other or instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
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Item 5.
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Interest in Securities of the Issuer.
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(a) – (b) As of this date of this filing, OrbiMed Advisors LLC, OrbiMed Capital GP IV LLC and Isaly may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares described in Item 3. Based upon information contained in the most recent available filing by the Issuer with the SEC, such Shares constitute approximately 12.92% of the issued and outstanding Shares. As a result of the agreements and relationships described in Items 2 and 3 above and Item 6 below, OrbiMed Advisors LLC, OrbiMed Capital GP IV LLC and Isaly share power to direct the vote and to direct the disposition of the Shares described in Item 3.
(c) Except as disclosed in Item 3, the Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.
(d) Not applicable.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In addition to the relationships between the Reporting Persons described in Items 2, 3 and 5, OrbiMed Capital GP IV LLC is the sole general partner of OPI IV, pursuant to the terms of the limited partnership agreement of OPI IV, and OrbiMed Advisors LLC is the sole managing member of OrbiMed Capital GP IV LLC, pursuant to the terms of the limited liability company agreement of OrbiMed Capital GP IV LLC. Pursuant to these agreements and relationships, OrbiMed Advisors LLC and OrbiMed Capital GP IV LLC have discretionary investment management authority with respect to the assets of OPI IV. Such authority includes the power to vote and otherwise dispose of securities purchased by OPI IV. The number of outstanding Shares attributable to OPI IV is 3,100,000 Shares and a warrant to purchase 1,333,334 Shares. OrbiMed Advisors LLC, pursuant to its authority as the managing member of OrbiMed Capital GP IV LLC may be considered to hold indirectly 3,100,000 Shares and a warrant to purchase 1,333,334 Shares and OrbiMed Capital GP IV LLC, pursuant to its authority as the general partner of OPI IV, may be considered to hold indirectly 3,100,000 Shares and a warrant to purchase 1,333,334 Shares.
The Issuer disclosed on February 1, 2011 that its Board of Directors had appointed Peter Thompson, M.D., a Venture Partner with OrbiMed Advisors LLC, to serve thereon. Accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer.
Other than the agreements and the relationships mentioned above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.
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Item 7.
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Materials to be Filed as Exhibits.
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP IV LLC and Samuel D. Isaly
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After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 2, 2011
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OrbiMed Advisors LLC |
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By:
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/s/ Samuel D. Isaly |
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Name: |
Samuel D. Isaly |
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Title: |
Managing Member |
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OrbiMed Capital GP IV LLC |
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By: |
OrbiMed Advisors LLC,
its Managing Member |
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By:
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/s/ Samuel D. Isaly |
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Name: |
Samuel D. Isaly |
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Title: |
Managing Member |
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By:
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/s/ Samuel D. Isaly |
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Name: |
Samuel D. Isaly |
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Schedule I
The name and present principal occupation of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons are United States citizens and have as their business address 767 Third Avenue, New York, NY 10017.
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Name
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Position with Reporting
Person
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Principal Occupation
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Samuel D. Isaly
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Managing Member
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Managing Member
OrbiMed Advisors LLC
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Michael B. Sheffery
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Member
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Member
OrbiMed Advisors LLC
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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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Eric A. Bittelman
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Chief Financial Officer
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Chief Financial Officer
OrbiMed Advisors LLC
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Schedule II
The business and operations of OrbiMed Capital GP IV LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth on Schedule I attached hereto.
EXHIBIT INDEX
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Exhibit
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Description
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Page No.
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A.
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Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP IV LLC and Samuel D. Isaly
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A-1
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