0000947871-23-001168.txt : 20231220
0000947871-23-001168.hdr.sgml : 20231220
20231220182827
ACCESSION NUMBER: 0000947871-23-001168
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231218
FILED AS OF DATE: 20231220
DATE AS OF CHANGE: 20231220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 231502448
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 231502447
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 Capital GP VIII LLC
CENTRAL INDEX KEY: 0001845804
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 231502446
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022-4629
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022-4629
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Genesis GP LLC
CENTRAL INDEX KEY: 0001808744
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 231502445
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
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Disc Medicine, Inc.
CENTRAL INDEX KEY: 0001816736
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 851613057
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 321 ARSENAL STREET, SUITE 101
CITY: WATERTOWN
STATE: MA
ZIP: 02472
BUSINESS PHONE: (617) 674-9274
MAIL ADDRESS:
STREET 1: 321 ARSENAL STREET, SUITE 101
CITY: WATERTOWN
STATE: MA
ZIP: 02472
FORMER COMPANY:
FORMER CONFORMED NAME: Gemini Therapeutics, Inc. /DE
DATE OF NAME CHANGE: 20210209
FORMER COMPANY:
FORMER CONFORMED NAME: FS Development Corp.
DATE OF NAME CHANGE: 20200702
4
1
ownership.xml
X0508
4
2023-12-18
0
0001816736
Disc Medicine, Inc.
IRON
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
0
0
0001682115
OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
0
0
0001845804
OrbiMed Capital GP VIII LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022-4629
1
0
0
0
0001808744
OrbiMed Genesis GP LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
0
0
0
Common Stock
2023-12-18
4
M
0
1724
38
A
1724
D
Common Stock
2023-12-18
4
S
0
1724
59.24
D
0
D
Common Stock
580207
I
See footnotes
Common Stock
897625
I
See footnotes
Common Stock
224405
I
See footnotes
Stock Options (Right to Buy)
38
2023-12-18
4
M
0
1724
0
D
2031-10-03
Common Stock
1724
0
D
Represents the exercise of stock options granted to Carl L. Gordon ("Gordon") on October 4, 2021 by Gemini Therapeutics, Inc. ("Gemini"). On December 29, 2022, Gemstone Merger Sub, Inc., a wholly owned subsidiary of Gemini, merged with and into Disc Medicine Opco, Inc. ("Disc"), with Disc continuing as a wholly owned subsidiary of Gemini and the surviving corporation of the merger. In connection with the merger, Disc changed its name to Disc Medicine, Inc. Gordon is a member of OrbiMed Advisors LLC ("OrbiMed Advisors") and was a member of Gemini's board of directors. Pursuant to an agreement with OrbiMed Advisors, Gordon assigned these stock options to OrbiMed Advisors.
These securities are 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 is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI.
These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII, and OrbiMed is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII.
These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis, and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis.
This report on Form 4 is jointly filed by OrbiMed Advisors, GP VIII, GP VI, and Genesis GP. 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 pecuniary interest therein, if any. The Reporting Persons have designated a representative, Mona Ashiya, an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
These stock options vested on October 4, 2022.
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC
2023-12-20
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC, the managing member of OrbiMed Capital GP VI LLC
2023-12-20
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC, the managing member of OrbiMed Capital GP VIII LLC
2023-12-20
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC, the managing member of OrbiMed Genesis GP LLC
2023-12-20