0000947871-01-500807.txt : 20011010 0000947871-01-500807.hdr.sgml : 20011010 ACCESSION NUMBER: 0000947871-01-500807 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011004 GROUP MEMBERS: ORBIMED ADVISORS INC. GROUP MEMBERS: ORBIMED ADVISORS LLC. GROUP MEMBERS: SAMUEL D. ISALY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ISALY SAMUEL D CENTRAL INDEX KEY: 0001055949 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 787 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2127396400 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANGSTAT MEDICAL CORP CENTRAL INDEX KEY: 0000913610 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943076069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45205 FILM NUMBER: 1752230 BUSINESS ADDRESS: STREET 1: 6300 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 5107894300 MAIL ADDRESS: STREET 1: 1505 ADAMS DR CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 s13ga100301_isaly-sangstat.txt SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 SangStat Medical Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 801003104 (CUSIP Number) September 27, 2001 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 801003104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Advisers Inc. 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 975,300 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 975,300 9. Aggregate Amount Beneficially Owned by Each Reporting Person 975,300 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 4.68% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 801003104 1. Names 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) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 975,300 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 975,300 9. Aggregate Amount Beneficially Owned by Each Reporting Person 975,300 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 4.68% 12. Type of Reporting Person (See Instructions) CO CUSIP No. 801003104 1. Names 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) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 975,300 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 975,300 9. Aggregate Amount Beneficially Owned by Each Reporting Person 975,300 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 4.68% 12. Type of Reporting Person (See Instructions) HC Item 1. (a) Issuer: SangStat Medical Corporation (b) Address: 6300 Dumbarton Circle Fremont, CA 94555 Item 2. (a) Name of Person Filing: OrbiMed Advisers Inc. OrbiMed Advisors LLC Samuel D. Isaly (b) Address of Principal Business Offices: 767 Third Avenue, 6th Floor New York, New York 10010 (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common stock (e) CUSIP Number: 801003104 Item 3. Not Applicable Item 4. Ownership Please see Items 5 - 9 and 11 for each cover sheet for each filing separately Item 5. Ownership of Five Percent or Less of a Class [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. Date: October 4, 2001 OrbiMed Advisers Inc. By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: President By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. Date: October 4, 2001 OrbiMed Advisors LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member Samuel D. Isaly By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly EX-1.1 3 ex1-1_100301isaly.txt JOINT FILING AGREEMENT Exhibit 1.1 ---------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated October 4, 2001, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.001 per share, of SangStat Medical Corporation 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 13G/A . Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, 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 4th day of October, 2001. OrbiMed Advisers Inc. By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: President OrbiMed Advisors LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member EX-2.1 4 ex2-1_100301isaly.txt STATEMENT OF CONTROL PERSON Exhibit 2.1 ---------- Statement of Control Person The Statement on this Schedule 13G/A dated October 4, 2001 with respect to the common stock par value $0.001 per share of SangStat Medical Corporation is filed by Samuel D. Isaly in accordance with the provisions of Rule 13d-1(c) and Rule 13d-1(k) respectively as a control person (HC) of Orbimed Advisors, LLC and Orbimed Advisors, Inc. Orbimed Advisors, Inc. files this statement on Schedule 13G/A in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k) respectively as an investment advisor (IA) and Orbimed Advisors, LLC files this statement on Schedule 13G/A in accordance with the provisions or Rule 13d-1(c) and 13d-1(k) respectively as a corporation (CO).