SEC Form 4 · accession 0001209191-19-011336

AVEDRO INC · AVDR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

ORBIMED ADVISORS LLC

10% Owner

OrbiMed Capital GP VI LLC

10% Owner

Orbimed ROF II LLC

10% Owner

Period of report

Feb 19, 2019

Accepted (ET)

Feb 19, 2019 · 7:14 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001343304

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Feb 19, 2019	C	3,370,786	—	A	3,523,204	I	See Footnote
Common Stock^F1,F2,F3	Feb 19, 2019	C	333,178	—	A	3,856,382	I	See Footnote
Common Stock^F1,F2,F3	Feb 19, 2019	C	383,746	—	A	4,240,128	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series AA Convertible Preferred Stock^F2,F3,F1	—	Feb 19, 2019	C	3,370,786	D	—	—	Common Stock	3,370,786	0	I
Series BB Convertible Preferred Stock^F2,F3,F1	—	Feb 19, 2019	C	333,178	D	—	—	Common Stock	333,178	0	I
Series CC Convertible Preferred Stock^F2,F3,F1	—	Feb 19, 2019	C	383,746	D	—	—	Common Stock	383,746	0	I
Series AA Warrant (right to buy)^F3,F4	$0.04	holding	—	—	—	Mar 20, 2017	Mar 20, 2027	Common Stock	106,617	106,617	I

Explanation of responses

F1Each share of Series AA Convertible Preferred Stock, Series BB Convertible Preferred Stock and Series CC Convertible Preferred Stock was convertible at any time, at the option of the holder, into Common Stock, on a one-for-one basis, had no expiration date and converted into shares of Common Stock upon the closing of the Issuer's initial public offering.
F2These 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"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole 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 securities held by OPI VI noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
F3This report on Form 4 is jointly filed by GP VI, OrbiMed ROF II LLC ("ROF II") 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 Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. GP VI and Advisors have designated a representative, Jonathan T. Silverstein, a member of Advisors, to serve on the Company's board of directors. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
F4These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). ROF II is the sole general partner of ORO II, and Advisors, a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of ROF II. By virtue of such relationships, ROF II and Advisors may be deemed to have voting and investment power with respect to the securities held by ORO II noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").