0000914121-14-000124.txt : 20140213 0000914121-14-000124.hdr.sgml : 20140213 20140213162429 ACCESSION NUMBER: 0000914121-14-000124 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 GROUP MEMBERS: ORBIMED CAPITAL GP IV LLC GROUP MEMBERS: ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP GROUP MEMBERS: ORBIMED ISRAEL GP LTD. GROUP MEMBERS: SAMUEL D. ISALY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InspireMD, Inc. CENTRAL INDEX KEY: 0001433607 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 262123838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86184 FILM NUMBER: 14606470 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: SUITE 16041 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: (857) 453-6553 MAIL ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: SUITE 16041 CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: Saguaro Resources, Inc. DATE OF NAME CHANGE: 20080428 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/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 13G/A 1 or29972875-sc13ga1.htm SCHEDULE 13G (AMENDMENT NO. 1) or29972875-sc13ga1.htm
 

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 

 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 


 
InspireMD, Inc.
(Name of Issuer)
 
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
 
45779A309
(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.
 
 
o
Rule 13d-1(b)
 
 
þ
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 Israel BioFund GP Limited Partnership
 
 
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
 
Israel
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
 
  
 
 
5
 
 
SOLE VOTING POWER
 
- 0 -
 
 
  
 
 
6
 
 
SHARED VOTING POWER
 
1,018,500
 
 
  
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
- 0 -
 
 
  
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
1,018,500
 
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,018,500
 
 
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)
 
2.95 %(1)
 
 
12
 
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 

(1)
This percentage is based upon 34,512,568 shares outstanding as of November 11, 2013, as set forth in the Issuer’s Form 10-Q  filed with the Securities and Exchange Commission on November 12, 2013.

 
 

 
 

 
1
 
 
 
NAME OF REPORTING PERSONS
 
OrbiMed Israel GP Ltd.
 
 
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
 
Israel
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
 
  
 
 
5
 
 
SOLE VOTING POWER
 
- 0 -
 
 
  
 
 
6
 
 
SHARED VOTING POWER
 
1,018,500
  
 
  
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
- 0 -
 
 
  
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
1,018,500
  
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,018,500
 
 
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)
 
2.95 %(1)
  
 
12
 
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 

(1)
This percentage is based upon 34,512,568 shares outstanding as of November 11, 2013, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013.

 
 

 


 
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
 
2,376,500
 
 
  
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
- 0 -
 
 
  
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,376,500
  
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,376,500
  
 
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)
 
6.89%(1)
  
 
12
 
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA
 

(1)
This percentage is based upon 34,512,568 shares outstanding as of November 11, 2013, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013.

 
 

 


 
1
 
 
 
NAME OF REPORTING PERSONS
 
OrbiMed Capital GP IV 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
 
2,376,500
 
 
  
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
- 0 -
 
 
  
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,376,500
  
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,376,500
  
 
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)
 
6.89%(1)
  
 
12
 
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 

(1)
This percentage is based upon 34,512,568 shares outstanding as of November 11, 2013, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013.
 
 
 

 
 

 
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
 
2,376,500
 
 
  
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
- 0 -
 
 
  
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,376,500
  
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,376,500
  
 
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)
 
6.89%(1)
  
 
12
 
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

(1)
This percentage is based upon 34,512,568 shares outstanding as of November 11, 2013, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013.
 
 
 

 
 
 
Item 1
(a).
Name of Issuer:
     
   
InspireMD, Inc.
     
Item 1
(b).
Address of Issuer’s Principal Executive Offices:
     
   
800 Bolyston Street, 16th Floor
Boston, Massachusetts
02199
     
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 Israel BioFund GP Limited Partnership (“OrbiMed BioFund”);
       
   
(ii)
OrbiMed Israel GP Ltd. (“OrbiMed Israel”);
       
   
(iii)
OrbiMed Capital GP IV LLC (“GP IV”)
       
    (iv)
OrbiMed Advisors LLC (“Advisors”)
       
    (v)
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 OrbiMed BioFund and OrbiMed Israel is 89 Medinat HaYehudim St., Build E, 11th Floor, Herzliya 46766, Israel.
     
   
The address of the principal business office of each of GP IV, Advisors 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 $0.0001 per share (the “Common Stock”).
     
Item 2
(e).
CUSIP Number:
     
   
45779A309
     
 
 
 

 
 
 
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:
     
   
Not applicable.
     
Item 4.
 
Ownership:
     
   
OrbiMed Israel is the general partner of OrbiMed BioFund, which is the general partner of OrbiMed Israel Partners Limited Partnership, an Israel limited partnership (“OrbiMed Israel Partners”), which beneficially owns 1,018,500 shares of Common Stock.  OrbiMed Israel, as the general partner of OrbiMed BioFund, and OrbiMed BioFund, as the general partner of OrbiMed Israel Partners, may be deemed to share beneficial ownership of the shares of the  Issuer's Common Stock directly owned by OrbiMed Israel Partners.  Each of OrbiMed Israel and OrbiMed BioFund disclaims any beneficial ownership over the shares of the other Reporting Persons.  GP IV is the General Partner of OrbiMed Private Investments IV, LP (“OPI IV”), which beneficially owns 2,376,500 shares of Common Stock.  Advisors is an investment advisor in accordance with §240.13d-1(b)(1)(ii)(E) and the Managing Member of GP IV.  Isaly is the Managing Member of Advisors and a control person in accordance with §240.13d-1(b)(1)(ii)(G).  On the basis of these relationships, GP IV, Advisors and Isaly may be deemed  to share beneficial ownership of the shares of Common Stock directly owned by OPI IV.  Each of GP IV, Advisors and Isaly disclaims any beneficial ownership over the shares of the other Reporting Persons.
     
   
(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 ISRAEL BIOFUND GP LIMITED PARTNERSHIP
 
       
 
By:
OrbiMed Israel GP Ltd., its General Partner
 
       
 
By:
/s/ Jonathan T. Silverstein
 
   
Name:
Jonathan T. Silverstein
 
   
Title:
Director
 
     
     
 
ORBIMED ISRAEL GP LTD.
 
       
 
By:
/s/ Jonathan T. Silverstein
 
   
Name:
Jonathan T. Silverstein
 
   
Title:
Director
 
     
     
 
ORBIMED CAPITAL GP IV LLC
 
       
 
By:
OrbiMed Advisors LLC, its Managing Member
 
       
 
By:
/s/ Samuel D. Isaly
 
   
Name:
Samuel D. Isaly
 
   
Title:
Managing Member
 
     
     
 
ORBIMED ADVISORS LLC
 
       
 
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 InspireMD, 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 ISRAEL BIOFUND GP LIMITED PARTNERSHIP
 
       
 
By:
OrbiMed Israel GP Ltd., its General Partner
 
       
 
By:
/s/ Jonathan T. Silverstein
 
   
Name:
Jonathan T. Silverstein
 
   
Title:
Director
 
     
     
 
ORBIMED ISRAEL GP LTD.
 
       
 
By:
/s/ Jonathan T. Silverstein
 
   
Name:
Jonathan T. Silverstein
 
   
Title:
Director
 
     
     
 
ORBIMED CAPITAL GP IV LLC
 
       
 
By:
OrbiMed Advisors LLC, its Managing Member
 
       
 
By:
/s/ Samuel D. Isaly
 
   
Name:
Samuel D. Isaly
 
   
Title:
Managing Member
 
     
     
 
ORBIMED ADVISORS LLC
 
       
 
By:
/s/ Samuel D. Isaly
 
   
Name:
Samuel D. Isaly
 
   
Title:
Managing Member
 
     
     
 
SAMUEL D. ISALY
 
       
 
By:
/s/ Samuel D. Isaly