SEC Form 4 · accession 0000947871-17-000331
SteadyMed Ltd. · STDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Samuel D Isaly
10% Owner
ORBIMED ADVISORS LLC
10% Owner
OrbiMed Israel GP II, L.P.
10% Owner
OrbiMed Advisors Israel II Ltd
10% Owner
OrbiMed Capital GP VI LLC
10% Owner
Period of report
Apr 25, 2017
Accepted (ET)
Apr 27, 2017 · 4:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001619087
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, nominal value NIS 0.01 per shareF1,F4 | Apr 25, 2017 | P | 587,000 | $5.90 | A | 2,123,098 | I | See Footnotes |
| Ordinary Shares, nominal value NIS 0.01 per shareF2,F4 | Apr 25, 2017 | P | 587,000 | $5.90 | A | 2,123,098 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to Purchase Ordinary SharesF3,F1,F4 | — | Apr 25, 2017 | P | 293,500 | A | — | Apr 24, 2022 | Ordinary Shares | 293,500 | 293,500 | I |
| Warrants to Purchase Ordinary SharesF3,F2,F4 | — | Apr 25, 2017 | P | 293,500 | A | — | Apr 24, 2022 | Ordinary Shares | 293,500 | 293,500 | I |
Explanation of responses
- F1These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VI. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP VI, Advisors and Isaly may be deemed to have voting and investment power over the securities held by OPI VI and as a result may be deemed to have beneficial ownership over such securities.
- F2These securities are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("OIP GP") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("OrbiMed Limited") is the managing member of OIP GP. By virtue of such relationships, OIP GP and OrbiMed Limited may be deemed to have voting and investment power over the securities held by OIP II and as a result may be deemed to have beneficial ownership over such securities.
- F3Warrants ("Warrants") to purchase Ordinary Shares. The Warrants are immediately exercisable when issued, are exercisable for five years from the date of issuance and have an exercise price of $6.875 per Ordinary Share.
- F4This report on Form 4 is jointly filed by GP VI, OrbiMed Limited, OIP GP, 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 the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.