Page 8 of 14 – SEC Filing
| Item 5. | Interest in Securities of the Issuer |
(a)-(b) The following assumes that there are 32,502,555 Ordinary Shares outstanding (including any such Ordinary Shares represented by ADSs), as set forth in the Issuer’s Form 6-K dated June 15, 2017 and filed with the SEC on June 15, 2017.
As of the date of this filing, OPI V holds 4,198,291 Ordinary Shares (of which 2,717,315 are represented by ADSs), constituting approximately 12.9% of the issued and outstanding Ordinary Shares. Advisors, pursuant to its authority as the sole managing member of GP V, the sole general partner of OPI V, may be deemed to indirectly beneficially own the Ordinary Shares held by OPI V. GP V, pursuant to its authority as the general partner of OPI V, may be deemed to indirectly beneficially own the Ordinary Shares held by OPI V. Isaly, pursuant to his authority as the managing member of Advisors and owner of a controlling interest in Advisors, pursuant to its limited liability company agreement, may also be deemed to indirectly beneficially own the Ordinary Shares attributable to Advisors. As a result, Isaly, Advisors and GP V share the power to direct the vote and to direct the disposition of the Ordinary Shares described in Item 6 below.
As of the date of this filing, OrbiMed Partners holds 176,100 Ordinary Shares (all of which are represented by ADSs), constituting approximately 0.5% of the issued and outstanding Ordinary Shares. Advisors, pursuant to its authority as the sole general partner of OrbiMed Partners, may be deemed to indirectly beneficially own the Ordinary Shares held by OrbiMed Partners. Isaly, pursuant to his authority as the managing member of Advisors and owner of a controlling interest in Advisors, pursuant to its limited liability company agreement, may also be deemed to indirectly beneficially own the Ordinary Shares attributable to Advisors. As a result, Isaly and Advisors share the power to direct the vote and to direct the disposition of the Ordinary Shares described in Item 6 below.
As of the date of this filing, OrbiMed Master Fund holds 193,900 Ordinary Shares (all of which are represented by ADSs), constituting approximately 0.6% of the issued and outstanding Ordinary Shares. Capital, pursuant to its authority as the investment advisor to OrbiMed Master Fund, may be deemed to indirectly beneficially own the Ordinary Shares held by OrbiMed Master Fund. Isaly, pursuant to his authority as the managing member of Capital and owner of a controlling interest in Capital, pursuant to its limited liability company agreement, may also be deemed to indirectly beneficially own the Ordinary Shares attributable to Capital. As a result, Isaly and Capital share the power to direct the vote and to direct the disposition of the Ordinary Shares described in Item 6 below.
(c) Except as disclosed in this Item 3, the Reporting Persons have not effected any transactions in the Ordinary Shares or ADSs 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 V is the sole general partner of OPI V, pursuant to the terms of the limited partnership agreement of OPI V. Advisors is the sole managing member of GP V, pursuant to the terms of the limited liability company agreement of GP V. Pursuant to these agreements and relationships, Advisors and GP V have discretionary investment management authority with respect to the assets of OPI V. Such authority includes the power of GP V to vote and otherwise dispose of securities purchased by OPI V. The number of outstanding Ordinary Shares held by OPI V is 4,198,291 Ordinary Shares (of which 2,717,315 are represented by ADSs). Advisors and GP V may each be considered to hold indirectly 4,198,291 Ordinary Shares. Isaly, pursuant to his authority as the managing member of, and owner of a controlling interest in, Advisors, also has shared discretionary power to direct the vote and the disposition of the securities of the Issuer held by OPI V.
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