13D Filing: OrbiMed Advisors and Arsanis Inc (ASNS)

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This percentage is calculated based upon 14,294,383 shares of Common Stock (as defined below) of the Issuer outstanding, as set forth in the Issuer’s Prospectus filed with the Securities and Exchange Commission on November 17, 2017 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, as amended, and after giving effect to the additional 600,000 shares of Common Stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

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This percentage is calculated based upon 14,294,383 shares of Common Stock (as defined below) of the Issuer outstanding, as set forth in the Issuer’s Prospectus filed with the Securities and Exchange Commission on November 17, 2017 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, and after giving effect to the additional 600,000 shares of Common Stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

*

This percentage is calculated based upon 14,294,383 shares of Common Stock (as defined below) of the Issuer outstanding, as set forth in the Issuer’s Prospectus filed with the Securities and Exchange Commission on November 17, 2017 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, as amended, and after giving effect to the additional 600,000 shares of Common Stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

Item 3.

Source and Amount of Funds or Other Consideration

On November 15, 2017, the Registration Statement on Form S‑1 Amendment No. 2 filed with the Securities and Exchange Commission (the “SEC”) by the Issuer in connection with its initial public offering (the “IPO”) of 4,000,000 shares of Common Stock was declared effective.

The closing of the IPO took place on November 20, 2017, and at such closing Advisors and GP IV, pursuant to their authority under the limited partnership agreements of OPI IV, as more particularly referred to in Item 6 below, caused OPI IV to purchase 500,000 shares of Common Stock at the IPO price of $10.00 per share.

The source of funds for such purchases was the working capital of OPI IV and capital contributions made to OPI IV.

Prior to the IPO, OPI IV had purchased from the Issuer, in a series of private transactions, 66,667 shares of Series A-1 Convertible Preferred Stock (“Series A-1 Stock”), 704,846 shares of Series A-2 Convertible Preferred Stock (“Series A-2 Stock”), 736,648 shares of Series B Convertible Preferred Stock (“Series B Stock”), 229,412 shares of Series C Preferred Stock (“Series C Stock”) and 2,232,014 shares of Series D Preferred Stock (“Series D Stock”) for an aggregate purchase price of $17,892,952.  As part of the IPO, the Issuer effected a conversion of the Series A-1 Stock into Common Stock at a conversion ratio of 0.29300-for-1, Series A-2 Stock into Common Stock at a conversion ratio of 0.35785-for-1, Series B Stock into Common Stock at a conversion ratio of 0.44650-for-1, Series C Stock into Common Stock at a conversion ratio of 0.49832-for-1, and Series D Stock into Common Stock at a conversion ratio of 0.29300-for-1.

As a result of the transactions described in this Item 3, (i) GP IV, as the general partner of OPI IV, (ii) Advisors, as the managing member of GP IV, and (iii) Isaly, as the managing member of Advisors and the owner of a controlling interest in Advisors, may each be deemed to be the beneficial owner of approximately 13.07% of the outstanding the Common Stock.

Item 4.

Purpose of Transaction

As described more fully in Item 5 below, the Reporting Persons caused OPI IV to acquire Common Stock of the Issuer for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of OPI IV.

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Common Stock in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Common Stock or otherwise, they may acquire Common Stock or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Common Stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

Except as set forth in this Statement, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries,

(c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)-(b)          As of the date of this filing, Advisors, GP IV and Isaly may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Common Stock described in Item 6 below.  Based upon information contained in the most recent available filing by the Issuer with the SEC, such Common Stock constitutes approximately 13.07% of the issued and outstanding Common Stock.  Advisors, pursuant to its authority as the sole managing member of GP IV, the sole general partner of OPI IV, may be deemed to indirectly beneficially own the Common Stock held by OPI IV.  GP IV, pursuant to its authority as the general partner of OPI IV, may be deemed to indirectly beneficially own the Common Stock held by OPI IV.  Isaly pursuant to his authority as the managing member of, and owner of a controlling interest in Advisors pursuant to its limited liability company agreement, may be deemed to also indirectly beneficially own the Common Stock attributable to Advisors.  As a result, Isaly, Advisors and GP IV share the power to direct the vote and to direct the disposition of the Common Stock described in Item 6 below.

(c)  Except as disclosed in Item 3, the Reporting Persons have not effected any transactions in the Common Stock during the past sixty (60) days.

(d)  Not applicable.

(e)  Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

In addition to the relationships between the Reporting Persons described in Items 2, 3 and 5 above, GP IV is the sole general partner of OPI IV, pursuant to the terms of the limited partnership agreement of OPI IV. Advisors is the sole managing member of GP IV, pursuant to the terms of the limited liability company agreement of GP IV.  Pursuant to these agreements and relationships, Advisors and GP IV have discretionary investment management authority with respect to the assets of OPI IV.  Such authority includes the power of GP IV to vote and otherwise dispose of securities purchased by OPI IV.  The number of outstanding shares of Common Stock attributable to OPI IV is 1,868,966.  Advisors may be considered to hold indirectly 1,868,966 shares of Common Stock, and GP IV may be considered to hold indirectly 1,868,966 shares of Common Stock.

Carl Gordon (“Gordon”), a member of Advisors, has been a member of the Board of Directors of the Issuer since 2013 and, accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer.  From time to time, Gordon may receive stock options or other awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee directors. Pursuant to an agreement with the Reporting Persons, Gordon is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to the Reporting Persons, which will in turn ensure that such securities or economic benefits are provided to OPI IV.

Lock‑up Agreement

In connection with the IPO, holders of substantially all of the Issuer’s outstanding Common Stock, including OPI IV, and each executive officer and director, have entered into an agreement (the “Lock-Up Agreement”), pursuant to which such parties have agreed not to, except in limited circumstances, offer, sell, pledge or otherwise dispose of any shares of Common Stock, including, as applicable, shares of Common Stock received in the IPO, from the closing of the IPO until 180 days from the closing date of the IPO.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a form of which is included in this Statement as Exhibit 2 and incorporated herein by reference.

Investors’ Rights Agreement

OPI IV and certain other holders of the Issuer’s preferred stock entered into a second amended and restated investors’ rights agreement with the Issuer (the “Investors’ Rights Agreement”), dated as of April 12, 2016, and amended on November 3, 2017.  Pursuant to the Investors’ Rights Agreement and subject to the terms and conditions therein, the parties agreed that:

Demand Registration Rights

Subject to specified limitations, beginning 180 days after the closing of the IPO the holders of at least 25% of the then outstanding registrable securities of the Issuer may demand that the Issuer register registrable securities then outstanding under the Securities Act for purposes of a public offering having an aggregate offering price of not less than $10.0 million.  The Issuer is not obligated to file a registration statement pursuant to this provision on more than two occasions.

In addition, subject to specified limitations, at any time after the Issuer becomes eligible to file a registration statement on Form S-3, holders of the registrable securities then outstanding may request that the Issuer register their registrable securities on Form S-3 for purposes of a public offering for which the reasonably anticipated aggregate offering price to the public would exceed $1.0 million.  The Issuer is not obligated to file a registration statement pursuant to this provision on more than two occasions in any 12-month period.

Piggyback Registration Rights

The Investors’ Rights Agreement further provides that, in the event that the Issuer determines to register any of its securities under the Securities Act, either for its own account or for the account of other security holders, the stockholders who are party to the Investors’ Rights Agreement, including OPI IV, will be entitled to certain “piggyback” registration rights allowing the holders to include their shares of Common Stock in such registration, subject to certain marketing and other limitations.

Expenses of Registration

Indemnification

The Investors’ Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Issuer is obligated to indemnify the selling stockholders in the event of, among other things, material misstatements or omissions in the registration statement attributable to the Issuer, and the selling stockholders are obligated to indemnify the Issuer for material misstatements or omissions attributable to them.

Termination of Registration Rights

OPI IV’s demand and piggyback registration rights described above generally will terminate upon any sale of registrable shares pursuant to a registration statement or Rule 144 under the Securities Act or at such time as they become eligible for resale without restriction pursuant to Rule 144(b)(1) under the Securities Act.

The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor’s Rights Agreement, a copy of which is filed as Exhibit 3 and incorporated herein by reference.

Other than as described in this Statement, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7.

Materials to Be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 30, 2017

	OrbiMed Advisors LLC
	By:	/s/ Samuel D. Isaly
		Name:	Samuel D. Isaly
		Title:	Managing Member
	OrbiMed Capital GP IV LLC
	By:	OrbiMed Advisors LLC its Managing Member
	By:	/s/ Samuel D. Isaly
		Name:	Samuel D. Isaly
		Title:	Managing Member
	By:	/s/ Samuel D. Isaly
		Name:	Samuel D. Isaly

Schedule I

Name	Position with Reporting Person	Principal Occupation
Samuel D. Isaly	Managing Member	Managing Member OrbiMed Advisors LLC
Carl L. Gordon	Member	Member OrbiMed Advisors LLC
Sven H. Borho German and Swedish Citizen	Member	Member OrbiMed Advisors LLC
Jonathan T. Silverstein	Member	Member OrbiMed Advisors LLC
W. Carter Neild	Member	Member OrbiMed Advisors LLC
Geoffrey C. Hsu	Member	Member OrbiMed Advisors LLC
Evan D.  Sotiriou	Chief Financial Officer	Chief Financial Officer OrbiMed Advisors LLC

Exhibit	Description
1.	Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP IV LLC and Samuel D. Isaly.
2.	Form of Lock-Up Agreement (incorporated by reference to Exhibit C of Exhibit 1.1 to Amendment No. 1 to the Issuer’s Registration Statement on Form S-1/A (SEC 333-221050), filed with the SEC on November 6, 2017).
3.	Second Amended and Restated Investors’ Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated April 12, 2016 and amended on November 3, 2017 (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Issuer’s Form S-1/A (SEC File No. 333-221050), filed with the SEC on November 6, 2017).

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