SEC Form 4 · accession 0000899243-18-027481
LogicBio Therapeutics, Inc. · LOGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ORBIMED ADVISORS LLC
Director · 10% Owner
OrbiMed Israel GP II, L.P.
Director · 10% Owner
OrbiMed Advisors Israel II Ltd
Director · 10% Owner
OrbiMed Capital GP VI LLC
Director · 10% Owner
Period of report
Oct 23, 2018
Accepted (ET)
Oct 25, 2018 · 6:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001664106
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F5 | Oct 23, 2018 | C | 2,997,760 | — | A | 2,997,760 | I | See Footnotes |
| Common StockF2,F4,F5 | Oct 23, 2018 | C | 2,279,023 | — | A | 5,276,783 | I | See Footnotes |
| Common StockF3,F5 | Oct 23, 2018 | P | 490,000 | $10.00 | A | 5,766,783 | I | See Footnotes |
| Common StockF4,F5 | Oct 23, 2018 | P | 700,000 | $10.00 | A | 6,466,783 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF3,F5,F2 | — | Oct 23, 2018 | C | 2,678,571 | D | — | — | Common Stock | 1,402,444 | 0 | I |
| Series B Convertible Preferred StockF3,F5,F2 | — | Oct 23, 2018 | C | 3,046,943 | D | — | — | Common Stock | 1,595,316 | 2,279,023 | I |
| Series B Convertible Preferred StockF4,F5,F2 | — | Oct 23, 2018 | C | 4,352,775 | D | — | — | Common Stock | 2,279,023 | 0 | I |
Explanation of responses
- F1The total represents shares received upon conversion of Series A and Series B Convertible Preferred Stock.
- F2Upon closing of the Issuer's initial public offering, each share of Series A and Series B Convertible Preferred Stock automatically converted into 0.5235794 shares of Common Stock without payment or further consideration. There was no expiration date for the Series A or Series B Convertible Preferred Stock.
- F3The reportable securities are owned directly 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. OrbiMed Limited exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. Erez Chimovits, a member of the Issuer's board of directors, is an employee of OrbiMed Limited.
- F4The reportable securities are owned directly by OrbiMed Private Investments VI ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors 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. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.
- F5This report on Form 4 is jointly filed by GP VI, OrbiMed Advisors, OIP GP and OrbiMed Limited. 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. 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.