SEC Form 4 · accession 0000947871-15-000885
Relypsa Inc · RLYP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Samuel D Isaly
10% Owner
ORBIMED ADVISORS LLC
10% Owner
OrbiMed Capital GP IV LLC
10% Owner
Period of report
Dec 21, 2015
Accepted (ET)
Dec 23, 2015 · 5:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001416792
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F7,F8 | Dec 21, 2015 | S | 235,829 | $27.50 | D | 7,664,171 | I | See Footnotes |
| Common StockF2,F7,F8 | Dec 21, 2015 | S | 14,171 | $28.39 | D | 7,650,000 | I | See Footnotes |
| Common StockF3,F7,F8 | Dec 22, 2015 | S | 111,370 | $26.39 | D | 7,538,630 | I | See Footnotes |
| Common StockF4,F7,F8 | Dec 22, 2015 | S | 38,630 | $27.02 | D | 7,500,000 | I | See Footnotes |
| Common StockF5,F7,F8 | Dec 23, 2015 | S | 47,942 | $26.78 | D | 7,452,058 | I | See Footnotes |
| Common StockF6,F7,F8 | Dec 23, 2015 | S | 52,058 | $27.54 | D | 7,400,000 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were sold in multiple transactions at prices ranging from $27.01 to $28.00, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Shares sold at each separate price within the range set forth in this footnote.
- F2The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $28.01 to $28.75, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote.
- F3The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $25.88 to $26.87, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote.
- F4The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $26.88 to $27.65, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote.
- F5The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $26.25 to $27.24, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote.
- F6The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $27.25 to $27.79, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote.
- F7These Shares are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the sole general partner of OPI IV. OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP IV. Samuel D. Isaly ("Isaly") is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP IV, Advisors and Isaly may be deemed to have voting and investment power over the Shares held of record by OPI IV and as a result may be deemed to have beneficial ownership over such Shares.
- F8This Form 4 is jointly filed by GP IV, Advisors and Isaly. 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 any of them are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.