Schedule 13D Amendment No. 1

Exhibit

Description

Page No.

Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and Samuel D. Isaly

0001193125-13-151126.txt : 20130411 0001193125-13-151126.hdr.sgml : 20130411 20130411165056 ACCESSION NUMBER: 0001193125-13-151126 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130411 DATE AS OF CHANGE: 20130411 GROUP MEMBERS: ORBIMED CAPITAL LLC GROUP MEMBERS: SAMUEL D. ISALY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3SBio Inc. CENTRAL INDEX KEY: 0001383790 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82724 FILM NUMBER: 13756675 BUSINESS ADDRESS: STREET 1: NO.3 A1, ROAD 10 SHENYANG STREET 2: ECONOMY & TECHNOLOGY DEVELOPMENT ZONE CITY: SHENYANG STATE: F4 ZIP: 110027 BUSINESS PHONE: 86-24-2581-1820 MAIL ADDRESS: STREET 1: NO.3 A1, ROAD 10 SHENYANG STREET 2: ECONOMY & TECHNOLOGY DEVELOPMENT ZONE CITY: SHENYANG STATE: F4 ZIP: 110027 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 13D/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 13D/A 1 d520712dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

3SBio Inc.

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

American Depositary Shares, each representing seven Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

88575Y105

(CUSIP Number)

OrbiMed Advisors LLC

OrbiMed Capital LLC

Samuel D. Isaly

601 Lexington Avenue, 54th Floor

New York, NY 10022

Telephone: (212) 739-6400

Copies to:

Warren S. de Wied, Esq.

Wilson Sonsini Goodrich & Rosati

1301 Avenue of the Americas

New York, New York 10019

Telephone: 212 999-5800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 10, 2013

(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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 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).

Introduction

This amendment no. 1 (“Amendment No. 1”) relates to the Ordinary Shares, par value $0.0001 per share, of 3SBio Inc. This Amendment No. 1 is filed jointly by OrbiMed Advisors LLC, a limited liability company organized under the laws of Delaware, OrbiMed Capital LLC, a limited liability company organized under the laws of Delaware, and Samuel D. Isaly, an individual (collectively, the “Reporting Persons”) to amend and supplement the Items set forth below of the Schedule 13D previously filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on April 8, 2013 (the “Schedule 13D”). Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined in this Amendment No.1 have meanings provided in the Schedule 13D.

Amendment No. 1 is filed to amend Item 6 and Item 7 of the Schedule 13D as set forth below.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by adding the following:

On April 10, 2013, the Reporting Persons retained proxy solicitation firm Georgeson Inc. to assist them in connection with the Merger for a customary fee.

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and Samuel D. Isaly.

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.

Dated: April 11, 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


Schedule 13D		Signature Page

EXHIBIT INDEX


Schedule 13D		Signature Page

EX-99.A 2 d520712dex99a.htm EXHIBIT A Exhibit A

Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on this first amendment, dated April 11, 2013 (the “Amendment No. 1”), to the Schedule 13D, dated April 8, 2013, with respect to the American Depositary Shares, each representing seven Ordinary Shares, par value $0.0001 per share, of 3SBio Inc. 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 Amendment No. 1. Each of the undersigned agrees to be responsible for the timely filing of the Amendment No. 1, 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 11th day of April, 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


Schedule 13D		Signature Page