SEC Form 4 · accession 0000899243-17-012816
Eledon Pharmaceuticals, Inc. · ELDN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
OrbiMed Israel GP Ltd.
Director · 10% Owner
OrbiMed Israel BioFund GP Limited Partnership
Director · 10% Owner
Period of report
May 9, 2017
Accepted (ET)
May 11, 2017 · 4:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001404281
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 9, 2017 | A | 2,537,110 | — | A | 2,537,110 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Received in exchange for 3,898,632 shares of Otic Pharma, Ltd. Series B Preferred Shares, 816,954 shares of Series C Preferred Shares and 96,637 shares of Ordinary Shares in connection with the closing of the share purchase transaction with Otic Pharma, Ltd. All numbers give effect to the 9:1 reverse stock split effected by the Company on May 11, 2017 (the "Reverse Stock Split").
- F2The reportable securities are owned directly 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") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed Israel and OrbiMed BioFund may be deemed to have voting and investment power over the securities held by OIP and as a result may be deemed to have beneficial ownership over such securities.
- F3This report on Form 4 is jointly filed by OrbiMed Israel and OrbiMed BioFund. 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. The Reporting Persons have designated a representative, currently Erez Chimovits, to serve on the Issuer's board of directors. This report on Form 4 shall not be deemed an admission that any such entity or person, including the Reporting Persons, is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.