UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant to Purchase Common Stock | 09/24/2010 | 09/24/2015 | Common Stock | 1,333,334 | $ 3.3 | I | See Footnotes (1) (2) (3) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ORBIMED ADVISORS LLC 767 3RD AVENUE 30TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
OrbiMed Capital GP IV LLC 767 THIRD AVENUE, 30TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
ISALY SAMUEL D 767 THIRD AVENUE, 30TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
OrbiMed Advisors LLC, /s/ Samuel D. Isaly, Managing Member | 10/04/2010 | |
**Signature of Reporting Person | Date | |
OrbiMed Capital GP IV LLC, By: OrbiMed Advisors LLC, /s/Samuel D. Isaly, Managing Member | 10/04/2010 | |
**Signature of Reporting Person | Date | |
Samuel D. Isaly, /s/ Samuel D. Isaly | 10/04/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | The shares of Common Stock ("Shares") reported herein as indirectly beneficially owned by OrbiMed Capital GP IV LLC ("OrbiMed Capital"), OrbiMed Advisors LLC ("OrbiMed Advisors") and Samuel D. Isaly ("Isaly") are directly owned by Caduceus Private Investments IV, LP ("Caduceus) and each of OrbiMed Capital, OrbiMed Advisors and Isaly may be deemed to have a pecuniary interest in Shares beneficially owned by Caduceus. This Form 3 is being jointly filed by OrbiMed Capital, OrbiMed Advisors and Isaly. |
(2) | OrbiMed Capital is the sole general partner of Caduceus. OrbiMed Advisors is a registered adviser under the Investment Advisers Act of 1940, as amended, and the sole managing member of OrbiMed Capital GP IV. OrbiMed Advisors and OrbiMed Capital may be deemed to have beneficial ownership of the Shares and the Warrant (as defined in Footnote 4 below) reported herein by virtue of such relationships and the authority of OrbiMed Capital to direct the vote and disposition of the Shares and the Warrant held by Caduceus. Isaly, a natural person, may be deemed to have beneficial ownership of the Shares and the Warrant reported herein in his capacity as the holder of a controlling interest in OrbiMed Advisors. |
(3) | Caduceus holds a warrant to purchase 1,333,334 shares of Common Stock ("Warrant"). |
(4) | Each of OrbiMed Advisors, OrbiMed Capital GP IV and Isaly disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose. |