4//SEC Filing
RESPONSE BIOMEDICAL CORP 4
Accession 0001437749-16-042830
CIK 0000806888operating
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 8:48 PM ET
Size
21.6 KB
Accession
0001437749-16-042830
Insider Transaction Report
Form 4
ORBIMED ADVISORS LLC
10% Owner
Transactions
- Other
Common Stock
2016-11-29−3,604,266→ 0 total(indirect: See Footnotes) - Other
Common Stock
2016-11-29−34,291→ 0 total(indirect: See Footnotes) - Other
Common Stock
2016-11-29−2,149,902→ 0 total(indirect: See Footnotes)
Holdings
- 2,085,383(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (2,085,383 underlying) - 1,245,964(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (1,245,964 underlying) - 19,858(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (19,858 underlying)
OrbiMed Advisors Ltd
10% Owner
Transactions
- Other
Common Stock
2016-11-29−2,149,902→ 0 total(indirect: See Footnotes) - Other
Common Stock
2016-11-29−3,604,266→ 0 total(indirect: See Footnotes) - Other
Common Stock
2016-11-29−34,291→ 0 total(indirect: See Footnotes)
Holdings
- 2,085,383(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (2,085,383 underlying) - 19,858(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (19,858 underlying) - 1,245,964(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (1,245,964 underlying)
ORBIMED ASIA GP, LP
10% Owner
Transactions
- Other
Common Stock
2016-11-29−3,604,266→ 0 total(indirect: See Footnotes) - Other
Common Stock
2016-11-29−34,291→ 0 total(indirect: See Footnotes) - Other
Common Stock
2016-11-29−2,149,902→ 0 total(indirect: See Footnotes)
Holdings
- 2,085,383(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (2,085,383 underlying) - 1,245,964(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (1,245,964 underlying) - 19,858(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (19,858 underlying)
ISALY SAMUEL D
10% Owner
Transactions
- Other
Common Stock
2016-11-29−3,604,266→ 0 total(indirect: See Footnotes) - Other
Common Stock
2016-11-29−34,291→ 0 total(indirect: See Footnotes) - Other
Common Stock
2016-11-29−2,149,902→ 0 total(indirect: See Footnotes)
Holdings
- 19,858(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (19,858 underlying) - 1,245,964(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (1,245,964 underlying) - 2,085,383(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (2,085,383 underlying)
OrbiMed Capital GP III LLC
10% Owner
Transactions
- Other
Common Stock
2016-11-29−2,149,902→ 0 total(indirect: See Footnotes) - Other
Common Stock
2016-11-29−3,604,266→ 0 total(indirect: See Footnotes) - Other
Common Stock
2016-11-29−34,291→ 0 total(indirect: See Footnotes)
Holdings
- 2,085,383(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (2,085,383 underlying) - 19,858(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (19,858 underlying) - 1,245,964(indirect: See Footnotes)
Warrant
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (1,245,964 underlying)
Footnotes (8)
- [F1]In connection with the consummation of the transactions contemplated by the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), the reporting person rolled over their shares of common stock of the issuer into shares of common stock of 1077801 B.C. Ltd on a one-to-one basis.
- [F2]This report on Form 4 is jointly filed by OrbiMed Capital GP III LLC ("OrbiMed Capital"), OrbiMed Advisors LLC ("OrbiMed Advisors"), Samuel D. Isaly ("Isaly"), OrbiMed Advisors Limited ("OrbiMed Limited") and OrbiMed Asia GP, L.P. ("OrbiMed Asia"). Each of the reporting persons 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.
- [F3]These Shares and warrants to purchase Shares ("Warrants") are held of record by OrbiMed Private Investments III, LP ("OPI III") and may be deemed to be indirectly beneficially owned by OrbiMed Capital, OrbiMed Advisors and Isaly. OrbiMed Capital is the sole general partner of OPI III. OrbiMed Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed Capital. Pursuant to those relationships, OrbiMed Capital and OrbiMed Advisors have discretionary investment management authority with respect to the assets of OPI III. Such authority includes the power to vote and otherwise dispose of the securities held by OPI III. Isaly, a natural person, is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and to direct the disposition of the securities held by OPI III.
- [F4]The reporting persons have designated two representatives to serve on the Issuer's board of directors which, as of immediately prior to the closing of the Arrangement, are Jonathan Wang and Peter Thompson, both of whom are employees of OrbiMed Advisors. Each such representative disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that any of them are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- [F5]These Shares and Warrants are held of record by OrbiMed Associates III, LP ("OA III") and may be deemed to be indirectly beneficially owned by OrbiMed Advisors and Isaly. OrbiMed Advisors is the sole general partner of OA III, and Isaly is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly and OrbiMed Advisors share power to direct the vote and to direct the disposition of the securities held by OA III.
- [F6]These Shares and Warrants are held of record by OrbiMed Asia Partners, L.P. ("OAP") and may be deemed to be indirectly beneficially owned by OrbiMed Asia and OrbiMed Limited. OrbiMed Asia is the sole general partner of OAP and OrbiMed Limited is the sole general partner of OrbiMed Asia. As a result, OrbiMed Asia has the power to direct the vote and to direct the disposition of the securities held by OAP and such power is exercised through OrbiMed Limited.
- [F7]Price shown is denominated in Canadian Dollars.
- [F8]In connection with the Arrangement, all outstanding Warrants will remain exercisable in accordance with their terms.
Documents
Issuer
RESPONSE BIOMEDICAL CORP
CIK 0000806888
Entity typeoperating
IncorporatedBritish Columbia, Canada
Related Parties
1- filerCIK 0000806888
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 8:48 PM ET
- Size
- 21.6 KB