0001140361-13-036339.txt : 20130918
0001140361-13-036339.hdr.sgml : 20130918
20130918214037
ACCESSION NUMBER: 0001140361-13-036339
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130918
FILED AS OF DATE: 20130918
DATE AS OF CHANGE: 20130918
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ACCELERON PHARMA INC
CENTRAL INDEX KEY: 0001280600
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
BUSINESS ADDRESS:
STREET 1: 128 SYDNEY STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 617-649-9200
MAIL ADDRESS:
STREET 1: 128 SYDNEY STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED CAPITAL GP II LLC
CENTRAL INDEX KEY: 0001281668
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36065
FILM NUMBER: 131104609
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
FORMER NAME:
FORMER CONFORMED NAME: ORBIMED CAPITAL II LLC
DATE OF NAME CHANGE: 20040225
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ISALY SAMUEL D
CENTRAL INDEX KEY: 0001055949
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36065
FILM NUMBER: 131104610
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36065
FILM NUMBER: 131104611
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
3
1
doc1.xml
FORM 3
X0206
3
2013-09-18
0
0001280600
ACCELERON PHARMA INC
XLRN
0001055951
ORBIMED ADVISORS LLC
C/O ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001055949
ISALY SAMUEL D
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001281668
ORBIMED CAPITAL GP II LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Stock
5825
I
See footnote
Common Stock
2181
I
See footnote
Series B Convertible Preferred Stock
Common Stock
1127346
I
See footnote
Series B Convertible Preferred Stock
Common Stock
422101
I
See footnote
Series C Convertible Preferred Stock
Common Stock
175419
I
See footnote
Series C Convertible Preferred Stock
Common Stock
65680
I
See footnote
Series D Convertible Preferred Stock
Common Stock
23442
I
See footnote
Series D Convertible Preferred Stock
Common Stock
8777
I
See footnote
Series E Convertible Preferred Stock
Common Stock
169803
I
See footnote
Series E Convertible Preferred Stock
Common Stock
63576
I
See footnote
Series F Convertible Preferred Stock
Common Stock
38924
I
See footnote
Series F Convertible Preferred Stock
Common Stock
14574
I
See footnote
Warrants to Purchase Common Stock
5.88
Common Stock
88749
I
See footnote
Warrants to Purchase Common Stock
5.88
Common Stock
33229
I
See footnote
Warrants to Purchase Common Stock
5.88
Common Stock
24151
I
See footnote
Warrants to Purchase Common Stock
5.88
Common Stock
9042
I
See footnote
These shares of common stock, shares of Series B Convertible Preferred Stock, shares of Series C Convertible Preferred Stock, shares of Series D Convertible Preferred Stock, shares of Series E Convertible Preferred Stock, shares of Series F Convertible Preferred Stock and warrants to purchase common stock of the registrant are directly owned by OrbiMed Private Investments II, LP ("OPI II") and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP II LLC ("GP II"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). GP II is the sole general partner of OPI II. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP II. By virtue of such relationships, GP II and Advisors may be deemed to have voting and investment power over the securities held by OPI II noted above. Accordingly, GP II and Advisors may be deemed to have beneficial ownership of such securities.
Isaly, a natural person, may also be deemed to have voting and investment power over the securities held by OPI II noted above in his capacity as the managing member of, and owner of a controlling interest in, Advisors. Accordingly, Isaly may be deemed to have beneficial ownership of such securities.
These shares of common stock, shares of Series B Convertible Preferred Stock, shares of Series C Convertible Preferred Stock, shares of Series D Convertible Preferred Stock, shares of Series E Convertible Preferred Stock, shares of Series F Convertible Preferred Stock and warrants to purchase common stock of the registrant are directly owned by OrbiMed Private Investments II (QP), LP ("OPI II QP") and may be deemed to be indirectly beneficially owned by GP II, Advisors and Isaly. GP II is the sole general partner of OPI II QP. Advisors is the sole managing member of GP II. Isaly is the managing member of, and owner of a controlling interest in, Advisors. By virtue of such relationships, GP II, Advisors and Isaly may be deemed to have voting and investment power over the securities held by OPI II QP noted above. Accordingly, GP II, Advisors and Isaly may be deemed to have beneficial ownership of such securities.
This report on Form 3 is jointly filed by GP II, Advisors and Isaly. GP II, Advisors and Isaly have designated a representative, currently Carl L. Gordon, a member of Advisors, to serve on the Issuer's board of directors. Each of GP II, Advisors, Isaly and Carl L. Gordon disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
The Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock are each convertible into Common Stock at any time at the holder's election and will automatically convert upon the consummation of a qualified public offering of the registrant.
Each share of preferred stock is convertible into Common Stock at a ratio of 1 share of Common Stock per share of preferred stock, except for the Series E Convertible Preferred Stock, which may convert into Common Stock at a ratio greater than 1-to-1, based on a formula driven by the date on which the issuer completes an IPO and the price of such offering, as described at page 37 of the issuer's Amended Form S-1 registration statement filed September 6, 2013, File No. 333-190417. The conversion ratio used for the Series E Convertible Preferred Stock is based on an assumed closing date of September 24, 2013. There is no expiration date and no additional consideration is required upon conversion for any series of convertible preferred stock.
The warrants to purchase Common Stock are exercisable at any time at the holder's election and have an expiration date on June 10, 2020.
The warrants to purchase Common Stock are exercisable at any time at the holder's election and have an expiration date on July 9, 2020.
/s/ Samuel D. Isaly
2013-09-18