0000947871-08-000619.txt : 20081120 0000947871-08-000619.hdr.sgml : 20081120 20081119212407 ACCESSION NUMBER: 0000947871-08-000619 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081120 DATE AS OF CHANGE: 20081119 GROUP MEMBERS: ORBIMED ADVISORS LLC GROUP MEMBERS: ORBIMED CAPITAL GP I LLC GROUP MEMBERS: SAMUEL D. ISALY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARYx Therapeutics, Inc. CENTRAL INDEX KEY: 0001410064 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770456039 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83705 FILM NUMBER: 081202365 BUSINESS ADDRESS: STREET 1: 6300 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: (510) 585-2200 MAIL ADDRESS: STREET 1: 6300 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 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 BUSINESS ADDRESS: STREET 1: 767 3RD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126845700 MAIL ADDRESS: STREET 1: 767 3RD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 ss51720_sc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Aryx Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

043387109

(CUSIP Number)

OrbiMed Advisors LLC

OrbiMed Capital GP I 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)

Copy to:

Nathan J. Greene, Esq.

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Telephone: (212) 848-4000

November 14, 2008

(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 o.

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 (the “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).

SCHEDULE 13D

CUSIP No. 043387109

Page 3 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) WC
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 1,222,630
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,222,630
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,222,630
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) 4.41%1
14	TYPE OF REPORTING PERSON (See Instructions) IA

1 Based upon 17,689,332 shares of common stock outstanding on October 31, 2008 pursuant to Aryx Therapeutics, Inc’s most recently filed quarterly report on Form 10-Q (Registration No. 001-33782) and 8,156,425 shares of common stock issued on November 14, 2008 and 1,493,120 shares of common stock to be issued on or before November 25, 2008 in a private placement as contemplated in Aryx Therapeutics, Inc’s most recently filed Current Report on Form 8-K. Until the issuance of the 1,493,120 shares in the second closing contemplated in such Current Report (but assuming for this purpose that the Reporting Person’s shares in the second closing, and only those shares, have been issued) the percent of the share class outstanding shown above would be 4.60%. Without the second closing taking place and no shares being issued in that closing to the Reporting Person or any other party, the percent of the share class outstanding shown above would be 4.66%.

SCHEDULE 13D

CUSIP No. 043387109

Page 4 of 9 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OrbiMed Capital GP I 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) WC
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 2,481,904
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,481,904
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,481,904
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) 8.96%2
14	TYPE OF REPORTING PERSON (See Instructions) OO

2 Based upon 17,689,332 shares of common stock outstanding on October 31, 2008 pursuant to Aryx Therapeutics, Inc’s most recently filed quarterly report on Form 10-Q (Registration No. 001-33782) and 8,156,425 shares of common stock issued on November 14, 2008 and 1,493,120 shares of common stock to be issued on or before November 25, 2008 in a private placement as contemplated in Aryx Therapeutics, Inc’s most recently filed Current Report on Form 8-K. Until the issuance of the 1,493,120 shares in the second closing contemplated in such Current Report (but assuming for this purpose that the Reporting Person’s shares in the second closing, and only those shares, have been issued) the percent of the share class outstanding shown above would be 9.18%. Without the second closing taking place and no shares being issued in that closing to the Reporting Person or any other party, the percent of the share class outstanding shown above would be 9.47%.

SCHEDULE 13D

CUSIP No. 043387109

Page 5 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) WC
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 3,704,534
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,704,534
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,704,534
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) 13.37%3
14	TYPE OF REPORTING PERSON (See Instructions) IN

3 Based upon 17,689,332 shares of common stock outstanding on October 31, 2008 pursuant to Aryx Therapeutics, Inc’s most recently filed quarterly report on Form 10-Q (Registration No. 001-33782) and 8,156,425 shares of common stock issued on November 14, 2008 and 1,493,120 shares of common stock to be issued on or before November 25, 2008 in a private placement as contemplated in Aryx Therapeutics, Inc’s most recently filed Current Report on Form 8-K. Until the issuance of the 1,493,120 shares in the second closing contemplated in such Current Report (but assuming for this purpose that the Reporting Person’s shares in the second closing, and only those shares, have been issued) the percent of the share class outstanding shown above would be 13.78%. Without the second closing taking place and no shares being issued in that closing to the Reporting Person or any other party, the percent of the share class outstanding shown above would be 14.13%.

Item 1.

Security and Issuer.

The class of equity securities to which this Statement on Schedule 13D relates is the Common Stock (the “Shares”) of ARYx Therapeutics, Inc. (the “Issuer”), a Delaware company with its principal executive offices located at 6300 Dumbarton Circle Fremont, California 94555.

Item 2.

Identity and Background.

(a) This Statement is being filed by OrbiMed Advisors LLC, a limited liability company organized under the laws of Delaware, OrbiMed Capital GP I 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 is a registered investment adviser under the Investment Advisers Act of 1940, as amended, that acts as investment adviser or general partner to certain clients which hold Shares of the Issuer, 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 I LLC is a company that acts as investment adviser or general partner to certain limited partnerships as more particularly described in Item 6 below. OrbiMed Capital GP I 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 and OrbiMed Capital GP I LLC.

The directors and executive officers of OrbiMed Advisors LLC and OrbiMed Capital GP I 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.

Item 3.

Source and Amount of Funds or Other Considerations.

Prior to the close of November 14, 2008, pursuant to the authority of OrbiMed Advisors LLC and OrbiMed Capital GP I LLC under their respective investment advisory contracts and limited partnership agreements with or relating to Caduceus Private Investments, LP (“Caduceus”), OrbiMed Associates, LP (“Associates”), and UBS Juniper Crossover Fun, L.L.C. (“Juniper”) as more particularly referred to in Item 6 below caused these clients to purchase 3,340,139 Shares of the Issuer (1,214,646 purchased on November 14, 2008 and the balance prior hereto) and to enter into a Warrant Purchase Agreement (the “Agreement”) to purchase 364,395 Shares of the Issuer exercisable immediately and for the duration of five years.

As a result of the transactions described in this Item 3, the Reporting Persons are beneficial owners of approximately 13.37% of the outstanding Shares of the Issuer. Isaly, as the owner of a controlling interest in both OrbiMed Advisors LLC and OrbiMed Capital GP I LLC, is the beneficial owner of approximately 13.37% of the outstanding Shares of the Issuer. OrbiMed Advisors LLC is the beneficial owner of approximately 4.41% of the outstanding Shares of the Issuer and OrbiMed Capital GP I LLC is the beneficial owner of approximately 8.96% of such Shares. Percentages shown in this Item 3 assume the issuance of all shares in the second closing. The footnotes to all the three schedules in this Schedule 13D show those percentages as they would be assuming that the Reporting Person’s shares in the second closing, and only those shares, have been issued and the percentages as they would be without the second closing taking place and no shares being issued in that closing to the Reporting Person or any other party, respectively.

None of the Reporting Persons have acquired or disposed of any additional Shares of the Issuer since November 14, 2008.

Item 4.

Purpose of Transaction.

This statement relates to the acquisition of Shares by the Reporting Persons. The Shares acquired by the Reporting Persons were acquired 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 the Reporting Persons’ respective advisory clients.

The Reporting Persons previously were granted and exercised the right to appoint a representative to the Board of Directors (the "Board") of the Issuer, so as to permit active monitoring of the operations of the Issuer. As mentioned above, Robert J. Adelman currently serves as the Reporting Persons’ representative on the Board.

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 of Common Stock 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 above, 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 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, (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, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer.

(a)-(b) As of this date of this filing, OrbiMed Advisors LLC, OrbiMed Capital GP I LLC and Samuel D. 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 13.37% of the issued and outstanding Shares. As described above in Item 2, Isaly owns, pursuant to the terms of the limited liability company agreement of each of OrbiMed Advisors LLC and OrbiMed Capital GP I LLC, a controlling interest in the outstanding limited liability company interests of such entity. As a result, Isaly, OrbiMed Advisors LLC and OrbiMed Capital GP I LLC share power to direct the vote and to direct the disposition of the Common Stock 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 Item 5, OrbiMed Capital GP I LLC is the general partner of Caduceus, pursuant to the terms of its limited partnership agreement. OrbiMed Advisors LLC is the managing member of Associates and investment adviser of Juniper, pursuant to the terms of its investment advisory agreements. Pursuant to these agreements and relationships, OrbiMed Advisors LLC and OrbiMed Capital GP I LLC have discretionary investment management authority with respect to the assets of these investment accounts. Such authority includes the power to vote and otherwise dispose of securities purchased by Caduceus, Associates and Juniper. The number of outstanding Shares of the Issuer attributable Caduceus is 2,237,773 Shares and 244,131 Warrants, to Associates 46,580 Shares and 5,082 Warrants and to Juniper, 1,055,786 Shares and 115,182 Warrants. OrbiMed Advisors LLC, pursuant to its authority under its investment advisory contracts with Associates and Juniper, may be considered to hold indirectly 1,102,366 Shares and 120,264 Warrants and OrbiMed Capital GP

I LLC, pursuant to its authority under its investment advisory contracts with Caduceus, may be considered to hold indirectly 2,237,773 Shares and 244,131 Warrants. As noted above under Item 4, Robert J. Adelman, a partner of OrbiMed Advisors LLC and of OrbiMed Capital GP I LLC, has been appointed to the Board of the Issuer and, accordingly, the Reporting Persons may have the ability to effect 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.

Item 7.

Materials to be Filed as Exhibits.

Exhibit	Description
A.	Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP I 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: November 19, 2008

	OrbiMed Advisors LLC

	By:	/s/ Samuel D. Isaly
		Name: Samuel D. Isaly
		Title: Managing Partner

	OrbiMed Capital GP I LLC

	By:	/s/ Samuel D. Isaly
		Name: Samuel D. Isaly
		Title: Managing Partner

	By:	/s/ Samuel D. Isaly
		Name: Samuel D. Isaly

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.

Name	Position with Reporting Person	Principal Occupation
Samuel D. Isaly	Managing Partner	Partner OrbiMed Advisors LLC
Michael Sheffery	Partner	Partner OrbiMed Advisors LLC
Carl L. Gordon	Partner	Partner OrbiMed Advisors LLC
Sven Borho German and Swedish Citizen	Partner	Partner OrbiMed Advisors LLC
Jonathan T. Silverstein	Partner	Partner OrbiMed Advisors LLC
W. Carter Neild	Partner	Partner OrbiMed Advisors LLC
Eric A. Bittelman	Chief Financial Officer and Chief Compliance Officer	CFO/CCO OrbiMed Advisors LLC

Schedule II

The name and present principal occupation of each of the executive officers and directors of OrbiMed Capital GP I 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.

Name	Position with Reporting Person	Principal Occupation
Samuel D. Isaly	Managing Partner	Partner OrbiMed Capital GP I LLC
Michael Sheffery	Partner	Partner OrbiMed Capital GP I LLC
Carl L. Gordon	Partner	Partner OrbiMed Capital GP I LLC
Sven Borho German and Swedish Citizen	Partner	Partner OrbiMed Capital GP I LLC
Jonathan T. Silverstein	Partner	Partner OrbiMed Capital GP I LLC
W. Carter Neild	Partner	Partner OrbiMed Capital GP I LLC
Eric A. Bittelman	Chief Financial Officer and Chief Compliance Officer	CFO/CCO OrbiMed Capital GP I LLC

EXHIBIT INDEX

Exhibit	Description	Page No.
A.	Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP I LLC and Samuel D. Isaly	A-1

EX-99.A 2 ss51720_ex99.htm

Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on this Schedule 13D, dated November 19, 2008 (the “Schedule 13D”), with respect to the Common Stock, par value $.001 per share, of Aryx Therapeutics, 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 and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13D. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D, 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 19th day of November, 2008.

	OrbiMed Advisors LLC

	By:	/s/ Samuel D. Isaly
		Name: Samuel D. Isaly
		Title: Managing Partner

	OrbiMed Capital GP I LLC

	By:	/s/ Samuel D. Isaly
		Name: Samuel D. Isaly
		Title: Managing Partner

	By:	/s/ Samuel D. Isaly
		Name: Samuel D. Isaly