0000947871-18-000735.txt : 20180907 0000947871-18-000735.hdr.sgml : 20180907 20180907170505 ACCESSION NUMBER: 0000947871-18-000735 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180830 FILED AS OF DATE: 20180907 DATE AS OF CHANGE: 20180907 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: 001-36889 FILM NUMBER: 181060739 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP VI LLC CENTRAL INDEX KEY: 0001682115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36889 FILM NUMBER: 181060740 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Advisors Israel II Ltd CENTRAL INDEX KEY: 0001682093 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36889 FILM NUMBER: 181060741 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Israel GP II, L.P. CENTRAL INDEX KEY: 0001682090 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36889 FILM NUMBER: 181060742 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SteadyMed Ltd. CENTRAL INDEX KEY: 0001619087 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 OPPENHEIMER STREET CITY: REHOVOT STATE: L3 ZIP: 76701 BUSINESS PHONE: (925) 272-4991 MAIL ADDRESS: STREET 1: 5 OPPENHEIMER STREET CITY: REHOVOT STATE: L3 ZIP: 76701 4 1 ownership.xml X0306 4 2018-08-30 1 0001619087 SteadyMed Ltd. STDY 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022-4629 0 0 1 0 0001682115 OrbiMed Capital GP VI LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001682093 OrbiMed Advisors Israel II Ltd 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001682090 OrbiMed Israel GP II, L.P. 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 Ordinary Shares, nominal value NIS 0.01 per share 2018-08-30 4 S 0 2123098 4.46 D 0 I See Footnotes Ordinary Shares, nominal value NIS 0.01 per share 2018-08-30 4 S 0 2123098 4.46 D 0 I See Footnotes Warrants to Purchase Ordinary Shares 6.875 2018-08-30 4 P 0 55000 3.85 A 2017-04-25 2022-04-24 Ordinary Shares 55000 348500 I See Footnotes Warrants to Purchase Ordinary Shares 6.875 2018-08-30 4 P 0 55000 3.85 A 2017-04-25 2022-04-24 Ordinary Shares 55000 348500 I See Footnotes Warrants to Purchase Ordinary Shares 3.59 2018-08-30 4 S 0 1536098 D 2016-08-03 2021-08-03 Ordinary Shares 1536098 0 I See Footnotes Warrants to Purchase Ordinary Shares 3.59 2018-08-30 4 S 0 1536098 D 2016-08-03 2021-08-03 Ordinary Shares 1536098 0 I See Footnotes Warrants to Purchase Ordinary Shares 6.875 2018-08-30 4 S 0 348500 D 2017-04-25 2022-04-24 Ordinary Shares 348500 0 I See Footnotes Warrants to Purchase Ordinary Shares 6.875 2018-08-30 4 S 0 348500 D 2017-04-25 2022-04-24 Ordinary Shares 348500 0 I See Footnotes Disposed of pursuant to the merger agreement (the "Merger Agreement") between the Issuer, United Therapeutics Corporation and Daniel 24043 Ltd. Corporation. In addition to the cash consideration, each shareholder of the issuer also received one contractual contingent value right ("CVR") per Ordinary Share. Each CVR represents the right to receive $2.63 in cash upon the achievement of a specified milestone. These securities were held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power over the securities held by OPI VI and as a result may be deemed to have beneficial ownership over such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by OPI VI. These securities were held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("OIP GP") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("OrbiMed Limited") is the managing member of OIP GP. By virtue of such relationships, OIP GP and OrbiMed Limited may be deemed to have voting and investment power over the securities held by OIP II and as a result may be deemed to have beneficial ownership over such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Limited exercises this investment power through an investment committee comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the securities held by OIP II. Under the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding warrant to purchase Ordinary Shares of the Issuer issued in 2016 was converted into the right to receive $2.71. At the Effective Time, each outstanding warrant to purchase Ordinary Shares of the Issuer issued in 2017 was converted into the right to receive $2.33. Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by GP VI, OrbiMed Limited, OIP GP and Advisors, is no longer subject to Section 16 with respect to securities of the Issuer. This report on Form 4 is jointly filed by GP VI, OrbiMed Limited, OIP GP and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose. /s/ Sven H. Borho, Member of OrbiMed Advisors LLC 2018-09-07 /s/ Carl L. Gordon, Member of OrbiMed Advisors LLC and Director of OrbiMed Advisors Israel II Limited 2018-09-07 /s/ Jonathan T. Silverstein, Member of OrbiMed Advisors LLC 2018-09-07