X0306
4
2018-01-30
0
0001720580
resTORbio, Inc.
TORC
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE (AT 53RD STREET)
54TH FLOOR
NEW YORK
NY
10022-4629
1
0
1
0
0001682115
OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE (AT 53RD STREET)
54TH FLOOR
NEW YORK
NY
10022-4629
1
0
1
0
Common Stock
2018-01-30
4
C
0
2425485
A
2425485
I
See Footnotes
Common Stock
2018-01-30
4
C
0
1871569
A
4297054
I
See Footnotes
Common Stock
2018-01-30
4
P
0
533333
15.00
A
4830387
I
See Footnotes
Series A Preferred Stock
2018-01-30
4
C
0
2425482
0.00
D
Common Stock
2425485
0
I
See Footnotes
Series B Preferred Stock
2018-01-30
4
C
0
1871569
0.00
D
Common Stock
1871569
0
I
See Footnotes
Represents the total number of shares of Common Stock received by the Reporting Person upon conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This report on Form 4 is jointly filed by GP VI and Advisors. Each of the reporting persons 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. The Reporting Persons have designated a representative, Jonathan T. Silverstein, a member of Advisors, to serve on the Company's board of directors. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
Represents the total number of shares of Common Stock received by the Reporting Person upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1.2804-for-1 basis on January 30, 2018 and had no expiration date.
/s/ Jonathan Silverstein
2018-01-30