0001209191-21-005464.txt : 20210126
0001209191-21-005464.hdr.sgml : 20210126
20210126172050
ACCESSION NUMBER: 0001209191-21-005464
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210122
FILED AS OF DATE: 20210126
DATE AS OF CHANGE: 20210126
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: 001-38939
FILM NUMBER: 21555337
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: 001-38939
FILM NUMBER: 21555338
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: Prevail Therapeutics Inc.
CENTRAL INDEX KEY: 0001714798
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 430 EAST 29TH STREET, SUITE 940
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 917-336-9310
MAIL ADDRESS:
STREET 1: 430 EAST 29TH STREET, SUITE 940
CITY: NEW YORK
STATE: NY
ZIP: 10016
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-01-22
1
0001714798
Prevail Therapeutics Inc.
PRVL
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001682115
OrbiMed Capital GP VI LLC
C/O ORBIMED ADVISORS
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
Common Stock
2021-01-22
4
U
0
13822463
D
0
I
See Footnotes
Pursuant to the terms of the Merger Agreement, these shares were tendered and disposed of at the Acceptance Time in exchange for the right to receive (i) $22.50 per share of common stock, net to the seller in cash, without interest (the "Closing Amount"), plus (ii) one contingent value right per share (a "CVR"), which shall represent the right to receive certain consideration based on the achievement of net sales milestones.
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") 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 with respect to the shares held by OPI VI and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.
This report is being 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 At of 1934, as amended (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 are a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons have designated representatives, currently Carl L. Gordon ("Gordon"), a member of Advisors, and Peter Thompson ("Thompson"), to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons, Gordon or Thompson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 24, 2020, by and among the Issuer, Eli Lilly and Company and Tyto Acquisition Corporation (the "Merger Agreement").
/s/ Brett Kaplan, Attorney-in-Fact
2021-01-26
/s/ Brett Kaplan, Attorney-in-Fact
2021-01-26