0000947871-13-000484.txt : 20130702 0000947871-13-000484.hdr.sgml : 20130702 20130702173005 ACCESSION NUMBER: 0000947871-13-000484 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130702 DATE AS OF CHANGE: 20130702 GROUP MEMBERS: ORBIMED CAPITAL GP III LLC GROUP MEMBERS: SAMUEL D. ISALY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NxStage Medical, Inc. CENTRAL INDEX KEY: 0001333170 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 043454702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81212 FILM NUMBER: 13949976 BUSINESS ADDRESS: STREET 1: 350 MERRIMACK STREET CITY: LAWRENCE STATE: MA ZIP: 01843 BUSINESS PHONE: 978-687-4700 MAIL ADDRESS: STREET 1: 350 MERRIMACK STREET CITY: LAWRENCE STATE: MA ZIP: 01843 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 13D/A 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 13D/A 1 ss180513_sc13da.htm AMENDMENT NO. 8 TO SCHEDULE 13D
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Amendment No. 8)
 
Under the Securities Exchange Act of 1934
 
NxStage Medical, Inc.

(Name of Issuer)
 
Common Stock

(Title of Class of Securities)
 
67072V103

(CUSIP Number)
 
OrbiMed Advisors LLC
OrbiMed Capital GP III LLC
Samuel D. Isaly
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone:  (212) 739-6400

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
June 28, 2013

(Date of Event Which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §§ 240.13d-7(b) for other parties to whom copies are to be sent.
 
* 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 disclosures provided in a prior cover page.
 
The information required on 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).
 
(Continued on following pages)
 
 
 


 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  67072V103
 
Page 2 of 10 Pages
         
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
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,136,100
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,136,100
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,136,100
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.25%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
 
 
 

 
    
SCHEDULE 13D
 
CUSIP No. 67072V103
 
Page 3 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
OrbiMed Capital GP III LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,106,709
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,106,709
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,106,709
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.20%
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 

 
    
SCHEDULE 13D
 
CUSIP No. 67072V103
 
Page 4 of 10 Pages
         
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
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,136,100
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,136,100
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,136,100
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.25%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
 
 

 
                
Item 1.
Security and Issuer.
 
The class of equity securities to which this Statement on Schedule 13D relates is the Common Stock (the “Shares”) of NxStage Medical, Inc. (the “Issuer”), a Delaware company with its principal executive offices located at 350 Merrimack Street, Lawrence, MA 01843.
       
Item 2.
Identity and Background.
 
(a)           This Statement is being filed by OrbiMed Advisors LLC, a limited liability company organized under the laws of Delaware (“Advisors”), OrbiMed Capital GP III LLC, a limited liability company organized under the laws of Delaware (“Capital”), and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).
 
(b) – (c) Advisors, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member Capital and general partner of OrbiMed Associates III, LP (“Associates”), a limited partnership that holds Shares, as more particularly described in Item 6 below.  Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
 
Capital is the general partner of OrbiMed Private Investments III, LP (“OPI III”), a limited partnership that holds Shares, as more particularly described in Item 6 below.  Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
 
Isaly, a natural person, owns a controlling interest in Advisors.
 
The directors and executive officers of Advisors and Capital are set forth on Schedules I and II, attached hereto.  Schedules I and II set forth the following information with respect to each such person:
 
 
(i)
name;
 
 
(ii)
business address (or residence address where indicated);
 
 
(iii)
present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
 
 
(iv)
citizenship.
 
(d) – (e)  During the last five years, neither the Reporting Persons nor any Person named in Schedules I or II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.
Source and Amount of Funds or Other Considerations.
          
With respect to the purchase of put options described in Item 5(c) below, OBI III or Associates, respectively, used its working capital available for such investments in the total amount of $547,945.00.
                 
Item 4.
Purpose of Transaction.
           
This statement relates to the transactions by the Reporting Persons more fully described in Item 5 below.  The Shares initially had been acquired (and those that continue to be held) by the Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business.
             
The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Issuer’s Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
      
 
 

 
              
Except as set forth above, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, (e) any material change in the Issuer’s capitalization or dividend policy, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other or instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above.

Item 5.
Interest in Securities of the Issuer.
 
(a) – (b)  As of the date of this filing, Advisors, Capital and Isaly may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of 3,136,100 Shares.  Based upon information contained in the Form 10-Q filed by the Issuer with the SEC on May 2, 2013, such Shares constituted approximately 5.25% of the Shares that are issued and outstanding.  As a result of the agreements and relationships described in Items 2 above and Item 6 below, Advisors, Capital and Isaly share power to direct the vote and to direct the disposition of the Shares described in this Item 5.
 
 
(c)
    
                         
Entity
Date of Transaction
Transaction
Number of Shares
Price Per Share
OPI III
May 24, 2013
Purchased
640,450
(1)
$5.50
 
Associates
May 24, 2013
Purchased
6,099
(1)
$5.50
 
OPI III
June 18, 2013
Sold
75,875
 
$14.52
 
Associates
June 18, 2013
Sold
817
 
$14.52
 
OPI III
June 19, 2013
Sold
2,572
 
$14.51
 
Associates
June 19, 2013
Sold
28
 
$14.51
 
OPI III
June 21, 2013
Sold
17,808
 
$14.50
 
Associates
June 21, 2013
Sold
192
 
$14.50
 
OPI III
June 27, 2013
Sold
42,839
 
$14.44
 
Associates
June 27, 2013
Sold
461
 
$14.44
 
OPI III
June 28, 2013
Sold
14,841
 
$14.40
 
Associates
June 28, 2013
Sold
159
 
$14.40
 
OPI III
July 1, 2013
Sold
84,099
 
$14.43
 
Associates
July 1, 2013
Sold
901
 
$14.43
 
 
Note: (1)  Net quantity of Shares received following a cashless exercise of warrants at a strike price of $5.50.
 
Prior to the close on June 13, 2013, Advisors and Capital, pursuant to their authority under the limited partnership agreements of OPI III and Associates, respectively, caused OPI III and Associates to purchase in the aggregate 3,300 listed put options for the Shares that have a strike price of $15.00 in order to cover the short put positions reported in the previous amendment to this Statement on Schedule 13D.

 
 
(d)
Not applicable.
 
 
(e)
Not applicable.
 
 
 
 

 
                  
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
In addition to the relationships between the Reporting Persons described in Item 2, Capital is the sole general partner of OPI III pursuant to the terms of the limited partnership agreement of OPI III, and Advisors is the sole managing member of Capital, pursuant to the terms of the limited liability company agreement of Capital.  Advisors is also the sole general partner of Associates, pursuant to the terms of the limited partnership agreement of Associates.  Pursuant to these agreements and relationships, Advisors and Capital have discretionary investment management authority with respect to the assets of OPI III and Associates.  Such authority includes the power to vote and otherwise dispose of securities purchased by OPI III and Associates.  The number of outstanding Shares attributable to OPI III is 3,106,709 Shares and to Associates is 29,391 Shares.  Advisors, pursuant to its authority as the managing member of Capital and the general partner of Associates, may be considered to hold indirectly 3,136,100, Shares and Capital, pursuant to its authority as the general partner of OPI III, may be considered to hold indirectly 3,106,709 Shares.
 
Other than the agreements and the relationships mentioned above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.
 
Item 7.
Materials to be Filed as Exhibits.
              
 
A.
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
                    
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.
 
Dated:  July 2, 2013
    
  OrbiMed Advisors LLC  
         
         
  By:  /s/ Samuel D. Isaly  
    Name: Samuel D. Isaly  
    Title: Managing Member  
         
 
  OrbiMed Capital GP III LLC  
         
  By:
OrbiMed Advisors LLC,
its Managing Member
 
         
         
  By:  /s/ Samuel D. Isaly  
    Name: Samuel D. Isaly  
    Title: Managing Member  
         
 
         
  By:  /s/ Samuel D. Isaly  
    Name: Samuel D. Isaly  
         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
                       
Schedule I
 
The name and present principal occupation of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below.  Unless otherwise noted, each of these persons are United States citizens and have as their business address 601 Lexington Avenue, 54th Floor, New York, NY 10022.
 
Name
Position with Reporting
Person
Principal Occupation
Samuel D. Isaly
Managing Member
Managing Member
OrbiMed Advisors LLC
Michael B. Sheffery
Member
Member
OrbiMed Advisors LLC
Carl L. Gordon
Member
Member
OrbiMed Advisors LLC
Sven H. Borho
German and Swedish Citizen
Member
Member
OrbiMed Advisors LLC
Jonathan T. Silverstein
Member
Member
OrbiMed Advisors LLC
W. Carter Neild
Member
Member
OrbiMed Advisors LLC
Geoffrey C. Hsu
Member
Member
OrbiMed Advisors LLC
Evan D. Sotiriou
Chief Financial Officer
Chief Financial Officer
OrbiMed Advisors LLC

Schedule II
 
The business and operations of OrbiMed Capital GP III LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth on Schedule I attached hereto.
 
 
 
 
 
 
 
 
 
 
 
 
 

 
                                 
EXHIBIT INDEX
 
Exhibit
Description
Page No.
A.
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly
A-1
 
 
 
 
 
 
 
 
 
 
 
 
 

EX-99.A 2 ss180513_ex99a.htm JOINT FILING AGREEMENT
Exhibit A
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on this Schedule 13D, dated July 2, 2013 (the “Schedule 13D”), with respect to the common stock, $0.001 par value per share, of NxStage Medical, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13D.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 2nd day of July, 2013.
           
  OrbiMed Advisors LLC  
         
         
  By:  /s/ Samuel D. Isaly  
    Name: Samuel D. Isaly  
    Title: Managing Member  
         
                       
  OrbiMed Capital GP III LLC  
         
  By:
OrbiMed Advisors LLC,
its Managing Member
 
         
         
  By:  /s/ Samuel D. Isaly  
    Name: Samuel D. Isaly  
    Title: Managing Member  
         
                           
         
  By:  /s/ Samuel D. Isaly  
    Name: Samuel D. Isaly