NxStage Medical, Inc.
|
(Name of Issuer)
|
Common Stock
|
(Title of Class of Securities)
|
67072V103
|
(CUSIP Number)
|
OrbiMed Advisors LLC
|
OrbiMed Capital GP III LLC
|
Samuel D. Isaly
|
601 Lexington Avenue, 54th Floor
|
New York, NY 10022
|
Telephone: (212) 739-6400
|
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
|
August 8, 2012
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 67072V103
|
Page 2 of 9 Pages
|
1
|
NAME 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) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
N/A for events described in Item 1 that triggered the requirement to file this Statement.
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,841,254
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,841,254
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,841,254
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.40%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
CUSIP No. 67072V103
|
Page 3 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
OrbiMed Capital GP III LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
N/A for events described in Item 1 that triggered the requirement to file this Statement.
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,804,922
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,804,922
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,804,922
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.34%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 67072V103
|
Page 4 of 9 Pages
|
1
|
NAME 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) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
N/A for events described in Item 1 that triggered the requirement to file this Statement.
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,841,254
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,841,254
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,841,254
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.40%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
(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.
|
Item 3.
|
Source and Amount of Funds or Other Considerations.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7.
|
Materials to be Filed as Exhibits.
|
A.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly.
|
OrbiMed Advisors LLC | ||||
By: | /s/ Samuel D. Isaly | |||
Name: Samuel D. Isaly | ||||
Title: Managing Member |
OrbiMed Capital GP III LLC | ||||
By: |
OrbiMed Advisors LLC,
its managing member |
|||
By: | /s/ Samuel D. Isaly | |||
Name: Samuel D. Isaly | ||||
Title: Managing Member | ||||
By: | /s/ Samuel D. Isaly | |||
Name: Samuel D. Isaly | ||||
Name
|
Position with Reporting
Person
|
Principal Occupation
|
Samuel D. Isaly
|
Managing Member
|
Managing Member
OrbiMed Advisors LLC
|
Michael B. Sheffery
|
Member
|
Member
OrbiMed Advisors LLC
|
Carl L. Gordon
|
Member
|
Member
OrbiMed Advisors LLC
|
Sven H. Borho
German and Swedish Citizen
|
Member
|
Member
OrbiMed Advisors LLC
|
Jonathan T. Silverstein
|
Member
|
Member
OrbiMed Advisors LLC
|
W. Carter Neild
|
Member
|
Member
OrbiMed Advisors LLC
|
Geoffrey C. Hsu
|
Member
|
Member
OrbiMed Advisors LLC
|
Evan D. Sotiriou
|
Chief Financial Officer
|
Chief Financial Officer
OrbiMed Advisors LLC
|
Exhibit
|
Description
|
Page No.
|
A.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly
|
A-1
|
OrbiMed Advisors LLC | ||||
By: | /s/ Samuel D. Isaly | |||
Name: Samuel D. Isaly | ||||
Title: Managing Member |
OrbiMed Capital GP III LLC | ||||
By: |
OrbiMed Advisors LLC,
its managing member |
|||
By: | /s/ Samuel D. Isaly | |||
Name: Samuel D. Isaly | ||||
Title: Managing Member | ||||
By: | /s/ Samuel D. Isaly | |||
Name: Samuel D. Isaly | ||||