0001140361-13-037061.txt : 20130926
0001140361-13-037061.hdr.sgml : 20130926
20130926173146
ACCESSION NUMBER: 0001140361-13-037061
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130924
FILED AS OF DATE: 20130926
DATE AS OF CHANGE: 20130926
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
FISCAL YEAR END: 1231
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: ISALY SAMUEL D
CENTRAL INDEX KEY: 0001055949
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36065
FILM NUMBER: 131117520
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 CAPITAL GP II LLC
CENTRAL INDEX KEY: 0001281668
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36065
FILM NUMBER: 131117521
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: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36065
FILM NUMBER: 131117522
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
4
1
doc1.xml
FORM 4
X0306
4
2013-09-24
1
0001280600
ACCELERON PHARMA INC
XLRN
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
0
1
Former 10% Owner
0001281668
ORBIMED CAPITAL GP II LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK\
NY
10022
0
0
0
1
Former 10% Owner
0001055949
ISALY SAMUEL D
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
0
1
Former 10% Owner
Common Stock
2013-09-24
4
C
0
1127346
A
1133171
I
See footnote
Common Stock
2013-09-24
4
C
0
422101
A
424282
I
See footnote
Common Stock
2013-09-24
4
C
0
175419
A
1308590
I
See footnote
Common Stock
2013-09-24
4
C
0
65680
A
489962
I
See footnote
Common Stock
2013-09-24
4
C
0
23442
A
1332032
I
See footnote
Common Stock
2013-09-24
4
C
0
8777
A
498739
I
See footnote
Common Stock
2013-09-24
4
C
0
133930
A
1465962
I
See footnote
Common Stock
2013-09-24
4
C
0
50145
A
548884
I
See footnote
Common Stock
2013-09-24
4
C
0
35873
A
1501835
I
See footnote
Common Stock
2013-09-24
4
C
0
13431
A
562315
I
See footnote
Common Stock
2013-09-24
4
C
0
38924
A
1540759
I
See footnote
Common Stock
2013-09-24
4
C
0
14574
A
576889
I
See footnote
Series B Convertible Preferred Stock
2013-09-24
4
C
0
1127346
D
Common Stock
1127346
0
I
See footnote
Series B Convertible Preferred Stock
2013-09-24
4
C
0
422101
D
Common Stock
422101
0
I
See footnote
Series C Convertible Preferred
2013-09-24
4
C
0
175419
D
Common Stock
175419
0
I
See footnote
Series C Convertible Preferred Stock
2013-09-24
4
C
0
65680
D
Common Stock
65680
0
I
See footnote
Series D Convertible Preferred
2013-09-24
4
C
0
23442
D
Common Stock
23442
0
I
See footnote
Series D Convertible Preferred Stock
2013-09-24
4
C
0
8777
D
Common Stock
8777
0
I
See footnote
Series E Convertible Preferred
2013-09-24
4
C
0
83097
D
Common Stock
133930
0
I
See footnote
Series E Convertible Preferred Stock
2013-09-24
4
C
0
31113
D
Common Stock
50145
0
I
See footnote
Series E Convertible Preferred
2013-09-24
4
C
0
22612
D
Common Stock
35873
0
I
See footnote
Series E Convertible Preferred
2013-09-24
4
C
0
8466
D
Common Stock
13431
0
I
See footnote
Series F Convertible Preferred
2013-09-24
4
C
0
38924
D
Common Stock
38924
0
I
See footnote
Series F Convertible Preferred
2013-09-24
4
C
0
14574
D
Common Stock
14574
0
I
See footnote
Represents shares of Common Stock acquired upon the automatic conversion of Series B convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series B convertible preferred stock did not have an expiration date. The Series B convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1:1, for no additional consideration.
Represents shares of Common Stock acquired upon the automatic conversion of Series C convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series C convertible preferred stock did not have an expiration date. The Series C convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1:1, for no additional consideration.
Represents shares of Common Stock acquired upon the automatic conversion of Series D convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series D convertible preferred stock did not have an expiration date. The Series D convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1:1, for no additional consideration.
Represents shares of Common Stock acquired upon the automatic conversion of Series E convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series E convertible preferred stock did not have an expiration date. The Series E convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1.61 shares of Common Stock for every 1 share of Series E convertible preferred stock, for no additional consideration.
Represents shares of Common Stock acquired upon the automatic conversion of Series E convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series E convertible preferred stock did not have an expiration date. The Series E convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1.59 shares of Common Stock for every 1 share of Series E convertible preferred stock, for no additional consideration.
Represents shares of Common Stock acquired upon the automatic conversion of Series F convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series F convertible preferred stock did not have an expiration date. The Series F convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1:1, for no additional consideration.
These securities 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 securities 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 4 is jointly filed by GP II, Advisors and Isaly. GP II, Advisors and Isaly designated a representative, Carl L. Gordon ("Gordon"), a member of Advisors, to serve on the Issuer's board of directors. On September 18, 2013 and in connection with the Issuer's initial public offering, Gordon resigned from the Issuer's board of directors. Each of GP II, Advisors, Isaly and 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.
/s/ Samuel D. Isaly
2013-09-26