SEC Form 4 · accession 0000947871-15-000852
OTONOMY, INC. · OTIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 20, 2015
Accepted (ET)
Nov 24, 2015 · 8:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001493566
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4,F5 | Nov 20, 2015 | S | 83,900 | $28.59 | D | 2,034,100 | I | See Footnotes |
| Common StockF2,F4,F5 | Nov 23, 2015 | S | 80,800 | $28.45 | D | 1,953,300 | I | See Footnotes |
| Common StockF3,F4,F5 | Nov 24, 2015 | S | 36,100 | $28.75 | D | 1,917,200 | 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 $28.37 to $29.01 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 $28.26 to $28.82 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 $28.30 to $29.12 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.
- F4These Shares are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the general partner of OPI IV and OrbiMed Advisors LLC ("Advisors") is the 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 with respect to the Shares held by OPI IV and as a result may be deemed to have beneficial ownership over such Shares. The Reporting Persons have designated a representative, currently Chau Khuong, a Private Equity Partner of Advisors, to serve on the Issuer's board of directors.
- F5This report on Form 4 is being 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 on Form 4 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.