SEC Form 4 · accession 0000947871-18-000542
Whitehawk Therapeutics, Inc. · WHWK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ORBIMED ADVISORS LLC
Director · 10% Owner
OrbiMed Capital GP V LLC
Director · 10% Owner
Period of report
Jun 28, 2018
Accepted (ET)
Jul 2, 2018 · 4:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001422142
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Jun 28, 2018 | P | 777,500 | $3.85 | A | 5,193,946 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares of the Issuer's common stock ("Shares") were purchased in a block order at a price of $3.85.
- F2These Shares are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP V. By virtue of such relationships, GP V and Advisors may be deemed to have voting and investment power over the securities held by OPI V 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"). Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI V.
- F3Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by GP V and Advisors, is no longer subject to Section 16 with respect to securities of the Issuer.
- F4This report on Form 4 is jointly filed by GP V 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. The Reporting Persons have designated a representative, currently Chau Khuong, an employee of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.