0000914121-14-000122.txt : 20140213 0000914121-14-000122.hdr.sgml : 20140213 20140213162114 ACCESSION NUMBER: 0000914121-14-000122 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 GROUP MEMBERS: ORBIMED CAPITAL GP II LLC GROUP MEMBERS: SAMUEL D. ISALY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCELERON PHARMA INC CENTRAL INDEX KEY: 0001280600 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87630 FILM NUMBER: 14606407 BUSINESS ADDRESS: STREET 1: 128 SYDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-649-9200 MAIL ADDRESS: STREET 1: 128 SYDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 IRS NUMBER: 133976876 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G 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 SC 13G 1 or29968390-sc13g.htm SCHEDULE 13G or29968390-sc13g.htm
 

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 

 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.     )*

 


 
Acceleron Pharma Inc.
(Name of Issuer)
 
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
00434H108
(CUSIP Number)
 
 
December 31, 2013
(Date of Event Which Requires Filing of this Statement)

 

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
 
 
þ
Rule 13d-1(b)
 
 
o
Rule 13d-1(c)
 
 
o
Rule 13d-1(d)
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 


 
1
 
 
 
NAME OF REPORTING PERSONS
 
OrbiMed Advisors LLC
 
 
2
 
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  o        (b)  o
 
 
3
 
 
 
SEC USE ONLY
 
 
 
 
4
 
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
 
  
 
 
5
 
 
SOLE VOTING POWER
 
- 0 -
 
 
  
 
 
6
 
 
SHARED VOTING POWER
 
2,272,819
 
 
  
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
- 0 -
 
 
  
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,272,819
 
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,272,819
 
 
10
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
 
 
11
 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.02%(1)
 
 
12
 
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA
 

(1)
This percentage is calculated based upon 28,348,633 shares outstanding as of January 1, 2014, as set forth in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on January 23, 2014, and includes 155,171 shares issuable upon the exercise of warrants.

 
 

 
 

 
1
 
 
 
NAME OF REPORTING PERSONS
 
OrbiMed Capital GP II LLC
 
 
2
 
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  o        (b)  o
 
 
3
 
 
 
SEC USE ONLY
 
 
 
 
4
 
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
 
  
 
 
5
 
 
SOLE VOTING POWER
 
- 0 -
 
 
  
 
 
6
 
 
SHARED VOTING POWER
 
2,272,819
 
 
  
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
- 0 -
 
 
  
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,272,819
 
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,272,819
 
 
10
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
 
 
11
 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.02%(1)
 
 
12
 
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 

(1)
This percentage is calculated based upon 28,348,633 shares outstanding as of January 1, 2014, as set forth in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on January 23, 2014, and includes 155,171 shares issuable upon the exercise of warrants.

 
 

 


 
1
 
 
 
NAME OF REPORTING PERSONS
 
Samuel D. Isaly
 
 
2
 
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  o        (b)  o
 
 
3
 
 
 
SEC USE ONLY
 
 
 
 
4
 
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
 
  
 
 
5
 
 
SOLE VOTING POWER
 
- 0 -
 
 
  
 
 
6
 
 
SHARED VOTING POWER
 
2,272,819
 
 
  
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
- 0 -
 
 
  
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,272,819
 
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,272,819
 
 
10
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
 
 
11
 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.02%(1)
 
 
12
 
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

(1)
This percentage is calculated based upon 28,348,633 shares outstanding as of January 1, 2014, as set forth in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on January 23, 2014, and includes 155,171 shares issuable upon the exercise of warrants.
 
 
 

 
 
 
Item 1
(a).
Name of Issuer:
     
   
Acceleron Pharma Inc.
     
Item 1
(b).
Address of Issuer’s Principal Executive Offices:
     
   
128 Sidney Street
Cambridge, Massachusetts
02139
     
Item 2
(a).
Name of Person Filing:
     
   
This Schedule 13G is being filed by each of the following persons (each a “Reporting Person” and together, the “Reporting Persons”):
     
   
(i)
OrbiMed Advisors LLC (“Advisors”);
       
   
(ii)
OrbiMed Capital GP II LLC (“GP II”);
       
   
(iii)
Samuel D. Isaly (“Isaly”)
     
   
See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.
     
Item 2
(b).
Address of Principal Business Office:
     
   
The address of the principal business office of each of Advisors, GP II and Isaly is 601 Lexington Avenue, 54th Floor, New York, New York 10022.
     
Item 2
(c).
Citizenship:
     
   
Please refer to Item 4 on each cover sheet for each filing person.
     
Item 2
(d).
Title of Class of Securities:
     
   
Common Stock, par value $0.001 per share (the “Common Stock”).
     
Item 2
(e).
CUSIP Number:
     
   
00434H108
     
Item 3.
 
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     
   
Advisors is an investment advisor in accordance with § 240.13d-1(b)(1)(ii)(E) and the Managing Member of GP II.  GP II is the General Partner of OrbiMed Private Investments II, LP (“OPI II”) and OrbiMed Private Investments II (QP), LP (“OPI II QP”), which beneficially own the shares of Common Stock (“Shares”) and warrants to purchase Shares reported herein, as detailed in Item 4.  Isaly is the Managing Member of Advisors and a control person in accordance with § 240.13d-1(b)(1)(ii)(G).
     
 
 
 

 
 
 
Item 4.   Ownership:
     
   
GP II is the General Partner of OPI II and OPI II QP, which beneficially own the Shares and warrants to purchase Shares reported herein.  OPI II beneficially owns 1,540,759 Shares and warrants to purchase 112,900 Shares and OPI II QP beneficially owns 576,889 Shares and warrants to purchase 42,271 Shares.  Advisors is the Managing Member of GP II, and Isaly is the Managing Member of Advisors.  On the basis of these relationships, GP II, Advisors and Isaly may be deemed to share beneficial ownership of the Shares and warrants to purchase Shares directly owned by OPI II and OPI II QP.
     
   
(a)
Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
       
   
(b)
Percent of class: See the response(s) to Item 11 on the attached cover page(s).
       
   
(c)
Number of shares as to which such person has:
       
     
(i)
Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
         
     
(ii)
Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
         
     
(iii)
Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
         
     
(iv)
Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
     
Item 5.
 
Ownership of Five Percent or Less of a Class.
     
   
If this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  o
     
Item 6.
 
Ownership of More than Five Percent on Behalf of Another Person.
     
   
See Item 4.
     
Item 7.
 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
   
Not applicable.
     
Item 8.
 
Identification and Classification of Members of the Group.
     
   
Not applicable.
     
Item 9.
 
Notice of Dissolution of Group.
     
   
Not applicable.
     
 
 
 

 
 
 
Item 10.   Certifications.
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
     
   
 
 
 
 
 

 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
February 13, 2014
 
 
ORBIMED ADVISORS LLC
 
       
 
By:
/s/ Samuel D. Isaly
 
   
Name:
Samuel D. Isaly
 
   
Title:
Managing Member
 
     
     
 
ORBIMED CAPITAL GP II LLC
 
       
 
By:
OrbiMed Advisors LLC, its Managing Member
 
       
 
By:
/s/ Samuel D. Isaly
 
   
Name:
Samuel D. Isaly
 
   
Title:
Managing Member
 
     
     
 
SAMUEL D. ISALY
 
       
 
By:
/s/ Samuel D. Isaly
 
 
 
 
 

 
 
 
EXHIBIT A
 
JOINT FILING AGREEMENT
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of the Common Stock of Acceleron Pharma Inc.  The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.  The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
 
February 13, 2014
 
 
ORBIMED ADVISORS LLC
 
       
 
By:
/s/ Samuel D. Isaly
 
   
Name:
Samuel D. Isaly
 
   
Title:
Managing Member
 
     
     
 
ORBIMED CAPITAL GP II LLC
 
       
 
By:
OrbiMed Advisors LLC, its Managing Member
 
       
 
By:
/s/ Samuel D. Isaly
 
   
Name:
Samuel D. Isaly
 
   
Title:
Managing Member
 
     
     
 
SAMUEL D. ISALY
 
       
 
By:
/s/ Samuel D. Isaly