OrbiMed Israel GP Ltd. 4/A
4/A · 9 METERS BIOPHARMA, INC. · Filed Mar 19, 2021
Insider Transaction Report
Form 4/AAmended
OrbiMed Israel GP Ltd.
Director10% Owner
Transactions
- Award
Common Stock
2020-04-30+18,930,255→ 18,930,255 total(indirect: See Footnotes) - Purchase
Series A Convertible Preferred Stock
2020-05-04+67,865→ 6,786,500 total(indirect: See Footnotes)From: 2020-05-04→ Common Stock (6,786,500 underlying) - Purchase
Series A Convertible Preferred Stock
2020-05-04+67,865→ 6,786,500 total(indirect: See Footnotes)From: 2020-05-04Exp: 2025-05-04→ Common Stock (6,786,500 underlying)
Footnotes (5)
- [F1]Received in exchange for shares of RDD Pharma Ltd. in connection with the in the merger of RDD Pharma Ltd. into a wholly-owned subsidiary of the Issuer in accordance with the terms of an Agreement and Plan of Merger and Reorganization, dated as of October 6, 2019, as amended on December 17, 2019 (the "Merger").
- [F2]These shares of the Issuer's common stock are held of record by OrbiMed Israel Partners Limited Partnership ("OIP"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP, and OrbiMed Israel GP Ltd. ("OrbiMed Israel GP") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed BioFund and OrbiMed Israel GP may be deemed to have voting and investment power with respect to the shares held directly by OIP noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Israel GP exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP.
- [F3]This report is being jointly filed by OrbiMed BioFund. and OrbiMed Israel GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- [F4]The purchase price of the Series A Convertible Preferred Stock was $58.94 per share. The Series A Preferred Stock is convertible into Common Stock upon stockholder approval on a 1-for-100 basis, with no expiration date.
- [F5]The purchase price of the warrant was included with the purchase price of the Series A Convertible Preferred Stock. The Series A Preferred Warrant is convertible into Series A Preferred Stock on a 1-for-1 basis.