13D Filing: OrbiMed Advisors and Pieris Pharmaceuticals Inc. (PIRS)

Except as disclosed above, the Reporting Persons have not effected any transactions in the shares 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 III is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III.  Advisors is the sole managing member of GP III, pursuant to the terms of the limited liability company agreement of GP III, and the sole general partner of Associates III, pursuant to the terms of the limited partnership agreement of Associates III.  Pursuant to these agreements and relationships, Advisors and GP III have discretionary investment management authority with respect to the assets of OPI III, and Advisors has discretionary investment management authority with respect to the assets of Associates III.  Such authority includes the power of GP III and Advisors to vote and otherwise dispose of securities purchased by OPI III, and the power of Advisors to vote and otherwise dispose of securities purchased by Associates III.  The number of outstanding Shares held of record by OPI III is 5,500,730, and the number of outstanding Shares held of record by Associates III is 49,270.  Advisors may be considered to hold indirectly 5,550,000 Shares, and GP III may be considered to hold indirectly 5,500,730 Shares.

Chau Khuong (“Khuong”), an employee of Advisors, was a member of the Board of Directors of the Issuer from July 2014 to November 2017, and accordingly, the Reporting Persons may have had the ability to affect and influence control of the Issuer during this time.  From time to time, Khuong received stock options pursuant to the Issuer’s compensation arrangements for non-employee directors. Khuong was obligated to transfer any Shares issued under any such stock options or other awards to the Reporting Persons, which in turn ensured that such shares or economic benefits were provided to OPI III and Associates on a pro-rata basis. Khuong stepped down from the Board of Directors of the Issuer on November 11, 2017.