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SteadyMed Ltd.
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(Name of Issuer)
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Ordinary Shares, nominal value NIS 0.01 per share
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(Title of Class of Securities)
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M84920103
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(CUSIP Number)
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OrbiMed Advisors LLC
OrbiMed Advisors Israel II Limited
OrbiMed Israel GP II, L.P.
OrbiMed Capital GP VI LLC
Samuel D. Isaly
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone: (212) 739-6400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) |
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April 25, 2017
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(Date of Event which Requires Filing of this Statement)
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| * |
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.
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CUSIP No. M84920103
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1
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Names of Reporting Persons.
OrbiMed Advisors LLC
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|||
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2
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
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||
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3
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SEC Use Only
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|||
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4
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Source of Funds (See Instructions)
AF
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|||
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5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
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||
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6
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Citizenship or Place of Organization
Delaware
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|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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Sole Voting Power
0
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||
|
8
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Shared Voting Power
3,952,696 (1)
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|||
|
9
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Sole Dispositive Power
0
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|||
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10
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Shared Dispositive Power
3,952,696 (1)
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|||
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,952,696 (1)
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|||
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12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
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||
|
13
|
Percent of Class Represented by Amount in Row (11)
14.6% (2)
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14
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Type of Reporting Person (See Instructions)
IA
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|||
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CUSIP No. M84920103
|
|
1
|
Names of Reporting Persons.
OrbiMed Advisors Israel II Limited
|
|||
|
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)
AF
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|||
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
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||
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6
|
Citizenship or Place of Organization
Cayman Islands
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|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
||
|
8
|
Shared Voting Power
3,952,696 (1)
|
|||
|
9
|
Sole Dispositive Power
0
|
|||
|
10
|
Shared Dispositive Power
3,952,696 (1)
|
|||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,952,696 (1)
|
|||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
||
|
13
|
Percent of Class Represented by Amount in Row (11)
14.6% (2)
|
|||
|
14
|
Type of Reporting Person (See Instructions)
OO
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|||
|
CUSIP No. M84920103
|
|
1
|
Names of Reporting Persons.
OrbiMed Israel GP II, L.P.
|
|||
|
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)
AF
|
|||
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
|
||
|
6
|
Citizenship or Place of Organization
Cayman Islands
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
||
|
8
|
Shared Voting Power
3,952,696 (1)
|
|||
|
9
|
Sole Dispositive Power
0
|
|||
|
10
|
Shared Dispositive Power
3,952,696 (1)
|
|||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,952,696 (1)
|
|||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
||
|
13
|
Percent of Class Represented by Amount in Row (11)
14.6% (2)
|
|||
|
14
|
Type of Reporting Person (See Instructions)
OO
|
|||
|
CUSIP No. M84920103
|
|
1
|
Names of Reporting Persons.
OrbiMed Capital GP VI 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)
AF
|
|||
|
5
|
Check 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
3,952,696 (1)
|
|||
|
9
|
Sole Dispositive Power
0
|
|||
|
10
|
Shared Dispositive Power
3,952,696 (1)
|
|||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,952,696 (1)
|
|||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
||
|
13
|
Percent of Class Represented by Amount in Row (11)
14.6% (2)
|
|||
|
14
|
Type of Reporting Person (See Instructions)
OO
|
|||
|
CUSIP No. M84920103
|
|
1
|
Names 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)
AF
|
|||
|
5
|
Check 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
3,952,696 (1)
|
|||
|
9
|
Sole Dispositive Power
0
|
|||
|
10
|
Shared Dispositive Power
3,952,696 (1)
|
|||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,952,696 (1)
|
|||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
||
|
13
|
Percent of Class Represented by Amount in Row (11)
14.6% (2)
|
|||
|
14
|
Type of Reporting Person (See Instructions)
IN
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|||
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Exhibit
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Title
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N
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Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., OrbiMed Capital GP VI LLC and Samuel D. Isaly.
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O
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Subscription Agreement, dated April 20, 2017, by and among the Issuer and Participants defined therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K (SEC File No. 001-36889), filed with the SEC on April 21, 2017).
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Dated: April 28, 2017
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ORBIMED ADVISORS LLC
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||
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By:
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/s/ Samuel D. Isaly | ||
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Samuel D. Isaly
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|||
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Managing Member
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ORBIMED ADVISORS ISRAEL II LIMITED
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|||
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By:
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/s/ Carl L. Gordon | ||
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Carl L. Gordon
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|||
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Director
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|||
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ORBIMED ISRAEL GP II, L.P.
|
|||
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By:
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ORBIMED ADVISORS ISRAEL II LIMITED, its general partner
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||
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By:
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/s/ Carl L. Gordon | ||
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Carl L. Gordon
|
|||
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Director
|
|||
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ORBIMED CAPITAL GP VI LLC
|
|||
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By:
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ORBIMED ADVISORS LLC, its managing member
|
||
|
By:
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/s/ Samuel D. Isaly | ||
|
Samuel D. Isaly
|
|||
|
Managing Member
|
|||
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SAMUEL D. ISALY
|
|||
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By:
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/s/ Samuel D. Isaly | ||
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Samuel D. Isaly
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|||
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Name
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Position with Reporting Person
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Principal Occupation
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Samuel D. Isaly
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Managing Member
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Managing Member
OrbiMed Advisors LLC
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Carl L. Gordon
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Member
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Member
OrbiMed Advisors LLC
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Sven H. Borho
German and Swedish Citizen
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Member
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Member
OrbiMed Advisors LLC
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Jonathan T. Silverstein
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Member
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Member
OrbiMed Advisors LLC
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W. Carter Neild
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Member
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Member
OrbiMed Advisors LLC
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Geoffrey C. Hsu
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Member
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Member
OrbiMed Advisors LLC
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Evan D. Sotiriou
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Chief Financial Officer
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Chief Financial Officer
OrbiMed Advisors LLC
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Name
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Position with Reporting Person
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Principal Occupation
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Carl L. Gordon
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Director
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Director
OrbiMed Advisors Israel II Limited
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Jonathan T. Silverstein
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Director
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Director
OrbiMed Advisors Israel II Limited
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Nissim Darvish
Israeli Citizen
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Director
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Director
OrbiMed Advisors Israel II Limited
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|
Dated: April 28, 2017
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ORBIMED ADVISORS LLC
|
||
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By:
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/s/ Samuel D. Isaly | ||
|
Samuel D. Isaly
|
|||
|
Managing Member
|
|||
|
ORBIMED ADVISORS ISRAEL II LIMITED
|
|||
|
By:
|
/s/ Carl L. Gordon | ||
|
Carl L. Gordon
|
|||
|
Director
|
|||
|
ORBIMED ISRAEL GP II, L.P.
|
|||
|
By:
|
ORBIMED ADVISORS ISRAEL II LIMITED, its general partner
|
||
|
By:
|
/s/ Carl L. Gordon | ||
|
Carl L. Gordon
|
|||
|
Director
|
|||
|
ORBIMED CAPITAL GP VI LLC
|
|||
|
By:
|
ORBIMED ADVISORS LLC, its managing member
|
||
|
By:
|
/s/ Samuel D. Isaly | ||
|
Samuel D. Isaly
|
|||
|
Managing Member
|
|||
|
SAMUEL D. ISALY
|
|||
|
By:
|
/s/ Samuel D. Isaly | ||
|
Samuel D. Isaly
|
|||