SEC Form 4 · accession 0001140361-18-031065

Tricida, Inc. · TCDA

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

Jul 2, 2018

Accepted (ET)

Jul 2, 2018 · 9:11 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001595585

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Jul 2, 2018	C	1,559,716	—	A	1,559,716	I	By OrbiMed Private Investments V, LP
Common Stock^F1,F2,F3	Jul 2, 2018	C	4,300,774	—	A	5,860,490	I	By OrbiMed Private Investments V, LP
Common Stock^F1,F2,F3	Jul 2, 2018	C	3,591,194	—	A	9,451,684	I	By OrbiMed Private Investments V, LP
Common Stock^F1,F2,F3	Jul 2, 2018	C	1,069,175	—	A	10,520,859	I	By OrbiMed Private Investments V, LP
Common Stock^F2,F3	Jul 2, 2018	P	368,421	$19.00	A	10,889,280	I	By OrbiMed Private Investments V, LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Convertible Preferred Stock^F1,F2,F3	—	Jul 2, 2018	C	6,207,674	D	—	—	Common Stock	1,559,716	I
Series B Convertible Preferred Stock^F1,F2,F3	—	Jul 2, 2018	C	17,117,085	D	—	—	Common Stock	4,300,774	I
Series C Convertible Preferred Stock^F1,F2,F3	—	Jul 2, 2018	C	14,292,958	D	—	—	Common Stock	3,591,194	I
Series D Convertible Preferred Stock^F1,F2,F3	—	Jul 2, 2018	C	4,255,319	D	—	—	Common Stock	1,069,175	I

Explanation of responses

F1Each of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock was convertible at any time at the option of the holder into Common Stock at a rate of 1/3.98, for no additional consideration, and had no expiration date. Each of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into Common Stock, at a rate of 1/3.98 and for no additional consideration, upon closing of the Issuer's initial public offering of its Common Stock.
F2These securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP V. By virtue of such relationships, GP V and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V 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"). 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.
F3This 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 Exchange Act, except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, David P. Bonita, an employee 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.