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This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D supplement and amends the Statement on Schedule 13D originally filed by OrbiMed Advisors LLC, OrbiMed Capital GP IV LLC and Samuel D. Isaly with the Securities and Exchange Commission (the “SEC”) on August 11, 2017 (the “Statement”) and amended by Amendment No. 1 thereto filed with the SEC on August 23, 2017.  This Statement relates to the common shares (“Common Shares”) of Clementia Pharmaceuticals Inc., a corporation organized under the laws of Canada (the “Issuer”), with its principal executive offices located at 4150 Sainte-Catherine Street West, Suite 550, Montreal, Quebec, Canada H3Z 2Y5.  The Common Shares are listed on the NASDAQ Global Select Market under the ticker symbol “CMTA.”  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

This Amendment No. 2 is being filed to report that Samuel D. Isaly, who was previously identified as a reporting person, has ceased to be the beneficial owner of more than five percent of the outstanding Common Shares.

Item 2 of the Statement is amended to read in full as set forth below.

 

 

(a)          This Statement is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, and OrbiMed Capital GP IV LLC (“GP IV”), a limited liability company organized under the laws of Delaware (collectively, the “Reporting Persons”).

 

(b) – (c), (f)  Advisors, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP IV, which is the sole general partner of OrbiMed Private Investments IV, LP (“OPI IV”), which holds Common Shares, as described herein.  Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

GP IV has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

The directors and executive officers of Advisors and GP IV 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;

 

(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; and

 

(iv)         citizenship.

 

(d) – (e)          During the last five years, neither the Reporting Persons nor any person named in Schedule 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 5 of the Statement is amended to read in full as set forth below. 

 

 

(a)-(b)          As of the date of this filing, the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Common Shares described in Item 6 below.  Based upon information contained in the most recent available filing by the Issuer with the SEC, such Common Shares constitute approximately 32.87% of the issued and outstanding Common Shares.  Advisors, pursuant to its authority as the sole managing member of GP IV, the sole general partner of OPI IV, may be deemed to indirectly beneficially own the Common Shares held by OPI IV.  GP IV, pursuant to its authority as the general partner of OPI IV, may be deemed to indirectly beneficially own the Common Shares held by OPI IV.   As a result, Advisors and GP IV share the power to direct the vote and to direct the disposition of the Common Shares held by OPI IV.  Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Common Shares held by OPI IV.

 

(c)  The Reporting Persons have not effected any transactions in the Common Shares during the past sixty (60) days.

 

(d)  Not applicable.

 

(e)  As of January 24, 2018, Samuel D. Isaly, who was previously identified as a reporting person, has ceased to be the beneficial owner of more than five percent of the outstanding Common Shares.

The first paragraph of Item 6 of the Statement is amended to read in full as follows.

 

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

 

In addition to the relationships between the Reporting Persons described in Items 2 and 5 of the Statement, GP IV is the sole general partner of OPI IV, pursuant to the terms of the limited partnership agreement of OPI IV.  Advisors is the sole managing member of GP IV, pursuant to the terms of the limited liability company agreement of GP IV.  Pursuant to these agreements and relationships, Advisors and GP IV have discretionary investment management authority with respect to the assets of OPI IV.  Such authority includes the power of GP IV to vote and otherwise dispose of securities purchased by OPI IV.  The number of Common Shares attributable to OPI IV is 10,425,225.  Advisors and GP IV may each be considered to hold indirectly 10,425,225 Common Shares.

 

 

 

 

 

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