13D Filing: OrbiMed Advisors and Clementia Pharmaceuticals Inc (CMTA)

On July 21, 2017, the Registration Statement on Form F-1/A filed with the Securities and Exchange Commission (the “SEC”) by the Issuer in connection with its initial public offering (the “IPO”) of 7,150,000 Common Shares was declared effective.

The closing of the IPO took place on August 2, 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 167,000 Common Shares at the IPO price of $15.00 per Common 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, 746,042 shares of Series A Preferred Stock (“Series A Stock”) and 109,523 shares of Series B Preferred Stock (“Series B Stock”) for an aggregate purchase price of $35,344,089.  As part of the IPO, the Issuer effected a conversion of the Series A Stock and Series B Stock into Common Shares at a conversion ratio of 11.99-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 34.15% of the outstanding Common Shares.

Item 4.

Purpose of Transaction

As described more fully in Item 5 below, the Reporting Persons caused OPI IV to acquire Common Shares 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 Shares 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 Shares 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 Shares 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.