CUSIP No. 92672L107
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1
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NAME OF REPORTING PERSONS
OrbiMed Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
407,535 (1)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
407,535 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,535 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (2)
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14
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TYPE OF REPORTING PERSON (See Instructions)
IA
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(1)
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Evidenced by 407,535 shares of common stock, par value $0.01 per share (the “Shares”) of ViewRay, Inc., a Delaware corporation (the “Issuer”), issuable upon the exercise of warrants to purchase Shares (the “Warrants”).
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(2)
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This percentage is calculated based upon 98,480,277 Shares outstanding of the Issuer, as set forth in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2019, and includes an additional 407,535 Shares subject to currently exercisable Warrants held by the Reporting Persons.
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CUSIP No. 92672L107
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1
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NAME OF REPORTING PERSONS
OrbiMed Capital GP III LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
403,692 (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
403,692 (1)
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,692 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (2)
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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(1)
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Evidenced by 403,692 shares of common stock, par value $0.01 per share (the “Shares”) of ViewRay, Inc., a Delaware corporation (the “Issuer”), issuable upon the exercise of warrants to purchase Shares (the “Warrants”).
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(2)
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This percentage is calculated based upon 98,480,277 Shares outstanding of the Issuer, as set forth in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2019, and includes an additional 403,692 Shares subject to currently exercisable Warrants held by the Reporting Persons.
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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(i)
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name;
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(ii)
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business address;
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(iii)
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present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
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(iv)
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citizenship.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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Seller
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Date of Transaction
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Transaction
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Number of Shares
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Price Per Share
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OPI III
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July 17, 2019
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Sold
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121,118
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$9.27*
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Associates III
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July 17, 2019
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Sold
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1,300
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$9.27*
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OPI III
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July 18, 2019
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Sold
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71,707
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$9.16*
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Associates III
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July 18, 2019
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Sold
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800
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$9.16*
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OPI III
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July 19, 2019
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Sold
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99,000
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$9.41
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Associates III
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July 19, 2019
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Sold
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1,000
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$9.41
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OPI III
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July 22, 2019
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Sold
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29,700
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$9.44
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Associates III
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July 22, 2019
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Sold
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300
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$9.44
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OPI III
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July 23, 2019
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Sold
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27,763
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$9.57
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Associates III
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July 23, 2019
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Sold
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300
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$9.57
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OPI III
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July 24, 2019
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Sold
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27,200
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$9.49
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Associates III
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July 24, 2019
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Sold
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300
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$9.49
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OPI III
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July 25, 2019
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Sold
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19,800
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$9.43
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Associates III
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July 25, 2019
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Sold
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200
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$9.43
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OPI III
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July 26, 2019
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Sold
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34,112
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$9.40
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Associates III
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July 26, 2019
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Sold
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400
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$9.40
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OPI III
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July 29, 2019
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Sold
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19,800
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$9.16
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Associates III
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July 29, 2019
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Sold
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200
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$9.16
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OPI III
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July 30, 2019
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Sold
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29,700
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$9.15
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Associates III
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July 30, 2019
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Sold
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300
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$9.15
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OPI III
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July 31, 2019
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Sold
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14,713
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$9.08
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Associates III
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July 31, 2019
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Sold
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200
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$9.08
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OPI III
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August 1, 2019
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Sold
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16,700
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$9.01
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Associates III
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August 1, 2019
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Sold
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200
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$9.01
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OPI III
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August 2, 2019
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Sold
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24,700
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$8.63
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Associates III
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August 2, 2019
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Sold
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300
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$8.63
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OPI III
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August 5, 2019
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Sold
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20,487
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$8.04
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Associates III
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August 5, 2019
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Sold
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200
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$8.04
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OPI III
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August 9, 2019
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Sold
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4,544,285
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$3.12*
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Associates III
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August 9, 2019
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Sold
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42,234
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$3.12*
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Item 6.
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Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
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Item 7.
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Materials to Be Filed as Exhibits
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Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP III LLC.
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OrbiMed Advisors LLC
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member of OrbiMed Advisors LLC
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OrbiMed Capital GP III LLC
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By:
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OrbiMed Advisors LLC
its Managing Member
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member of OrbiMed Advisors LLC
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Name
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Position with Reporting
Person
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Principal Occupation
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Carl L. Gordon
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Member
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Member
OrbiMed Advisors LLC
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Sven H. Borho
German and Swedish Citizen
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Member
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Member
OrbiMed Advisors LLC
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Jonathan T. Silverstein
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Member
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Member
OrbiMed Advisors LLC
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W. Carter Neild
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Member
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Member
OrbiMed Advisors LLC
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Geoffrey C. Hsu
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Member
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Member
OrbiMed Advisors LLC
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C. Scotland Stevens
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Member
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Member
OrbiMed Advisors LLC
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Trey Block
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Chief Financial Officer
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Chief Financial Officer
OrbiMed Advisors LLC
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Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP III LLC.
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OrbiMed Advisors LLC
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member of OrbiMed Advisors LLC
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OrbiMed Capital GP III LLC
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By:
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OrbiMed Advisors LLC
its Managing Member
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member of OrbiMed Advisors LLC
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