0000947871-18-000811.txt : 20181010 0000947871-18-000811.hdr.sgml : 20181010 20181010144734 ACCESSION NUMBER: 0000947871-18-000811 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181010 DATE AS OF CHANGE: 20181010 GROUP MEMBERS: ORBIMED CAPITAL GP VI LLC GROUP MEMBERS: ORBIMED CAPITAL LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARVINAS INC. CENTRAL INDEX KEY: 0001655759 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 472566120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90647 FILM NUMBER: 181115860 BUSINESS ADDRESS: STREET 1: 395 WINCHESTER COMPANY, LLC STREET 2: 5 SCIENCE PARK CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 203-535-1456 MAIL ADDRESS: STREET 1: 395 WINCHESTER COMPANY, LLC STREET 2: 5 SCIENCE PARK CITY: NEW HAVEN STATE: CT ZIP: 06511 FORMER COMPANY: FORMER CONFORMED NAME: ARVINAS HOLDING COMPANY, LLC DATE OF NAME CHANGE: 20151015 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 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 1 ss110288_sc13g.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934






 
Arvinas, Inc.
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
04335A105
(CUSIP Number)
 
 
October 1, 2018
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
Rule 13d-1(b)
Rule 13d-1(c)
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).
 

 
 
 
CUSIP No.  04335A105
 SCHEDULE 13G
Page 2 of 8 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
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
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
 
1,916,310
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,916,310
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,916,310
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.96%
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
*This percentage is calculated based upon 32,158,745 shares outstanding as of October 1, 2018, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on September 27, 2018.

 

 
CUSIP No. 04335A105
SCHEDULE 13G
Page 3 of 8 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
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
 
1,916,310
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,916,310
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,916,310
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.96%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
*This percentage is calculated based upon 32,158,745 shares outstanding as of October 1, 2018, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on September 27, 2018.



 
CUSIP No. 04335A105
SCHEDULE 13G
Page 4 of 8 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
OrbiMed Capital 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
 
762,500
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
762,500
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
762,500
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.37%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
*This percentage is calculated based upon 32,158,745 shares outstanding as of October 1, 2018, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on September 27, 2018.




 
CUSIP No. 04335A105
SCHEDULE 13G
Page 5 of 8 Pages

Item 1.
 
(a) Name of Issuer:
Arvinas, Inc.
   
(b) Address of Issuer’s Principal Executive Offices:
5 Science Park
395 Winchester Ave.
New Haven, CT 06511

Item 2.
 
(a) Name of Person Filing:
This Schedule 13G is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP VI LLC (“GP VI”), a limited liability company organized under the laws of Delaware, and OrbiMed Capital LLC (“Capital”), a limited liability company organized under the laws of Delaware (collectively, the “Reporting Persons”).
See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.
   
(b) Address of Principal Business Office:
601 Lexington Avenue, 54th Floor
New York, NY 10022
   
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
 
 
(d) Title of Class of Securities:
Common Stock
 
 
(e) CUSIP No.:
                    04335A105
 


 
CUSIP No. 04335A105
SCHEDULE 13G
Page 6 of 8 Pages
 
Item 3.
 
Not Applicable
 
 
Item 4. Ownership:

GP VI is the sole general partner of OrbiMed Private Investments VI, LP (“OPI VI”), which holds 1,916,310 shares of Common Stock of the Issuer (“Shares”).  Advisors is an investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934, as amended, and is the Managing Member of GP VI.  As a result, Advisors and GP VI share the power to direct the vote and the disposition of the Shares held of record by OPI VI.  Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. Capital, a registered investment adviser under the Investment Advisers Act, acts as the investment advisor to OrbiMed Partners Master Fund Limited (“OrbiMed Master Fund”), which holds 762,500 Shares.  Capital has discretionary investment management authority with respect to the assets of OrbiMed Master Fund, which includes the power to vote and otherwise dispose of securities purchased by OrbiMed Master Fund. Capital exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. Advisors disclaims beneficial ownership of the Shares held indirectly by Capital, and Capital disclaims beneficial ownership of the Shares held indirectly by Advisors.
(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.

Not Applicable.
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. Certification.

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.

 
CUSIP No. 04335A105
SCHEDULE 13G
Page 7 of 8 Pages
 
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: October 10, 2018
 
 
 
OrbiMed Capital GP VI LLC
 
By: OrbiMed Advisors LLC, its Managing Member
 
 
 
 
 
By:
 /s/ Jonathan T. Silverstein
 
 
Name:
Jonathan T. Silverstein
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
OrbiMed Advisors LLC
 
 
 
 
 
By:
 /s/ Jonathan T. Silverstein
 
 
Name:
Jonathan T. Silverstein
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
OrbiMed Capital LLC
 
   
 
 
/s/ Jonathan T. Silverstein
 
 
Name:
Jonathan T. Silverstein
Title:  Member of OrbiMed Capital LLC
 
 
 
 

 
 
EX-99.A 2 ss110288_ex99a.htm EXHIBIT 99.A
 
CUSIP No. 04335A105
SCHEDULE 13G
Page 8 of 8 Pages
 
 
EXHIBIT A
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on this Schedule 13G dated October 10, 2018 (the “Schedule 13G”), with respect to the Common Stock of Arvinas, 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 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, 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 October 10, 2018.
 
 
 
 
 
OrbiMed Capital GP VI LLC
By: OrbiMed Advisors LLC, its Managing Member
 
 
 
 
 
By:
/s/ Jonathan T. Silverstein
 
 
Name:
Jonathan T. Silverstein
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
OrbiMed Advisors LLC
 
 
 
 
 
By:
/s/ Jonathan T. Silverstein
 
 
Name:
Jonathan T. Silverstein
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
OrbiMed Capital LLC
 
   
 
 
/s/ Jonathan T. Silverstein
 
 
Name:
Jonathan T. Silverstein
Title: Member of OrbiMed Capital LLC