OrbiMed Capital GP VI LLC 4
4 · Prevail Therapeutics Inc. · Filed Jun 26, 2019
Insider Transaction Report
Form 4
ORBIMED ADVISORS LLC
Director10% Owner
Transactions
- Conversion
Common Stock
2019-06-24+10,510,111→ 12,940,111 total(indirect: See Footnotes) - Conversion
Series A Preferred Stock
2019-06-24−3,099,612→ 0 total(indirect: See Footnotes)→ Common Stock (3,099,612 underlying) - Conversion
Series B Preferred Stock
2019-06-24−1,011,499→ 0 total(indirect: See Footnotes)→ Common Stock (1,011,499 underlying) - Purchase
Common Stock
2019-06-24$17.00/sh+882,352$14,999,984→ 13,822,463 total(indirect: See Footnotes) - Conversion
Series Seed Preferred Stock
2019-06-24−6,399,000→ 0 total(indirect: See Footnotes)→ Common Stock (6,399,000 underlying)
Footnotes (3)
- [F1]Each share of the Series Seed Preferred Stock, the Series A Preferred Stock and the Series B Preferred Stock automatically converted into the same number of shares of the Company's Common Stock upon the closing of the Issuer's initial public offering. The Series Seed Preferred Stock, the Series A Preferred Stock and the Series B Preferred Stock have no expiration date.
- [F2]These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VI and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.
- [F3]This report is being jointly filed by GP VI and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1 (a) under the Securities Exchange At of 1934, as amended (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. The Reporting Persons have designated representatives, currently Carl L. Gordon ("Gordon"), a member of Advisors, and Peter Thompson ("Thompson"), to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons, Gordon or Thompson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.