FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ARYx Therapeutics, Inc. [ ARYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/14/2008 | P | 1,214,646 | A | (4) | 3,340,139(1) | I | See footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrants (right to buy) | $2.64 | 11/14/2008 | P | 364,395 | 11/14/2008 | 11/14/2013 | Common Stock | 364,395 | (4) | 364,395(3) | I | See footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The amount shown represents (i) 2,237,773 shares of Common Stock held directly by Caduceus Private Investments, LP ("Caduceus"), (ii) 46,580 shares of Common Stock held directly by OrbiMed Associates, LLC ("Associates"), and (iii) 1,055,786 shares of Common Stock held directly by UBS Juniper Crossover Fund, L.L.C. ("Juniper"), all of which are deemed to be affiliates of the Reporting Persons. |
2. OrbiMed Advisors LLC "Advisors")is a registered adviser under the Investment Advisors Act of 1940,as amended,that acts as an investment adviser to certain collective investment funds which hold shares of the Issuer. Samuel D. Isaly, a natural person, owns a controlling interest in Advisors and OrbiMed Capital GP I, LLC ("Capital").Capital is the general partner of Caduceus. Advisors is the managing member of Associates and is a joint venture member of the investment adviser of Juniper with full trading discretion. Pursuant to certain agreements and relationships, Advisors and Capital have discretionary investment managment authority with respect to the assets of Caduceus, Associates, and Juniper. Such authority includes the power to vote and otherwise dispose of securities purchased by Caduceus, Associates and Juniper. The Reporting Persons disclaim beneficial ownership of all of these securities except to the extent of their respective pecuniary interest therein |
3. Consists of warrants to purchase (i) 244,131 shares held by Caduceus (ii) 5,082 shares held by Associates, and (iii) 115,182 shares held by Juniper, all of which are deemed to be affiliates of the Reporting Persons. |
4. These securities were purchased as part of a private placement transaction by the Issuer pursuant to the terms of a certain securities purchase agreement, dated November 11, 2008, a copy of which was filed as an exhibit to the Issuer's Current Report on Form 8-K filed on November 12, 2008. The combined purchase price of each share of common stock and each warrant to purchase 0.30 of a share of common stock issued in the private placement is $2.2375. |
/s/Samuel D. Isaly, President | 11/18/2008 | |
/s/Samuel D. Isaly | 11/18/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |