SEC Form 4 · accession 0000947871-16-001285
RESPONSE BIOMEDICAL CORP · RBM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Jian Wang
Director · 10% Owner
Period of report
Jun 16, 2016
Accepted (ET)
Jun 20, 2016 · 5:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000806888
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4,F7 | Jun 16, 2016 | P | 556,339 | $0.56 | A | 3,604,266 | I | See Footnotes |
| Common StockF2,F5,F7 | Jun 16, 2016 | P | 5,294 | $0.56 | A | 34,291 | I | See Footnotes |
| Common StockF3,F6,F7 | Jun 16, 2016 | P | 331,225 | $0.56 | A | 2,149,902 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock of the Issuer ("Shares") purchased by OrbiMed Private Investments III, LP ("OPI III") in a secondary offering pursuant to a Subscription Agreement dated as of June 16, 2016 (the "Offering").
- F2Represents Shares purchased by OrbiMed Associates III, LP ("OA III") in the Offering.
- F3Represents Shares purchased by OrbiMed Asia Partners, L.P. ("OAP") in the Offering.
- F4These Shares are held of record by OPI III and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("OrbiMed Capital"), OrbiMed Advisors LLC ("OrbiMed Advisors"), Samuel D. Isaly ("Isaly"). OrbiMed Capital is the sole general partner of OPI III. OrbiMed Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed Capital. Pursuant to those relationships, OrbiMed Capital and OrbiMed Advisors have discretionary investment management authority with respect to the assets of OPI III. Such authority includes the power to vote and otherwise dispose of the securities held by OPI III. Isaly, a natural person, is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and to direct the disposition of the securities held by OPI III. The Reporting Person is an employee of OrbiMed Advisors.
- F5These Shares are held of record by OA III and may be deemed to be indirectly beneficially owned by OrbiMed Advisors and Isaly. OrbiMed Advisors is the sole general partner of OA III, and Isaly is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly and OrbiMed Advisors share power to direct the vote and to direct the disposition of the securities held by OA III.
- F6These Shares are held of record by OAP and may be deemed to be indirectly beneficially owned by OrbiMed Asia and OrbiMed Limited. OrbiMed Asia is the sole general partner of OAP and OrbiMed Limited is the sole general partner of OrbiMed Asia. As a result, OrbiMed Asia has the power to direct the vote and to direct the disposition of the securities held by OAP and such power is exercised through OrbiMed Limited.
- F7Each of the Reporting Person, OrbiMed Capital, OrbiMed Advisors, Isaly, OrbiMed Limited and OrbiMed Asia 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 entity or person, including the Reporting Person, is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.