Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No.  M84920103

1	Names of Reporting Persons.                   OrbiMed Advisors LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)               AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization                 Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power               0
		8	Shared Voting Power                               0
		9	Sole Dispositive Power         0
		10	Shared Dispositive Power              0
11	Aggregate Amount Beneficially Owned by Each Reporting Person                   0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)                        0%
14	Type of Reporting Person (See Instructions)                      IA

 

 

CUSIP No. M84920103

1	Names of Reporting Persons.                 OrbiMed Advisors Israel II Limited
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)                   AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization                       Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power               0
		8	Shared Voting Power               0
		9	Sole Dispositive Power               0
		10	Shared Dispositive Power             0
11	Aggregate Amount Beneficially Owned by Each Reporting Person                   0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)               0%
14	Type of Reporting Person (See Instructions)                  OO

CUSIP No. M84920103

1	Names of Reporting Persons.                 OrbiMed Israel GP II, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)                          AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization                     Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power               0
		8	Shared Voting Power                    0
		9	Sole Dispositive Power                 0
		10	Shared Dispositive Power                 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person                 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)                        0%
14	Type of Reporting Person (See Instructions)                OO

CUSIP No. M84920103

1	Names of Reporting Persons.                       OrbiMed Capital GP VI LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)             AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization                                 Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power             0
		8	Shared Voting Power                  0
		9	Sole Dispositive Power                0
		10	Shared Dispositive Power                0
11	Aggregate Amount Beneficially Owned by Each Reporting Person               0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)                0%
14	Type of Reporting Person (See Instructions)               OO

Item 1.  Security and Issuer

 

This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., and OrbiMed Capital GP VI LLC (the “Statement”) originally filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2016 with Samuel D. Isaly as an additional reporting person, and amended by Amendment No. 1 thereto filed with the SEC on April 28, 2017, Amendment No. 2 thereto filed with the SEC on January 26, 2018 and Amendment No. 3 thereto filed with the SEC on May 1, 2018.  The Statement relates to the ordinary shares, nominal value NIS 0.01 per share (the “Shares”), of SteadyMed Ltd., an Israeli corporation (the “Issuer”), having its principal executive offices located at 5 Oppenheimer Street Rehovot 7670105, Israel. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

On August 30, 2018, the Issuer, United Therapeutics Corporation (“United Therapeutics”), and Daniel 24043 Acquisition Corp. Ltd., a wholly-owned subsidiary of United Therapeutics (the “Merger Sub”), completed the previously announced merger in which the Merger Sub merged with and into the Issuer, with the Issuer becoming a wholly-owned subsidiary of United Therapeutics and the surviving corporation (the “Merger”).

This Amendment No. 4 is being filed to report that in connection with the consummation of the Merger, each of OrbiMed Israel Partners II, LP (“OIP II”) and OrbiMed Private Investments VI, LP (“OPI VI”) have disposed of all of their securities in the Issuer and as a result the Reporting Persons have ceased to be the beneficial owner of more than 5% of the Shares.

  

Item 2. Identity and Background

 

(a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Advisors Israel II Limited (“OrbiMed Limited”), OrbiMed Israel GP II, L.P. (“OrbiMed Israel”), and OrbiMed Capital GP VI LLC (“OrbiMed Capital”) (collectively, the “Reporting Persons”).

 

 (b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below.  OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed Limited, a corporation organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Limited has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed Israel, a limited partnership organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Israel has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed Capital, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

The directors and executive officers of OrbiMed Advisors, OrbiMed Limited, OrbiMed Israel and OrbiMed Capital are set forth on Schedules I, II, III and IV, respectively, attached hereto.  Schedules I, II, III and IV set forth the following information with respect to each such person:

 

(i)          name;

 

(ii)         business address;

 

(iii)        present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

 

(iv)        citizenship.

 

(d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through IV has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

⁽¹⁾  Except for the purchases reported in this table, the transactions occurred as a result of the consummation of the Merger.

⁽²⁾  In addition to the cash consideration, each shareholder of the Issuer also received one contractual contingent value right (“CVR”) per Share.  Each CVR represents the right to receive $2.63 in cash upon the achievement of a specified milestone.

⁽³⁾  Represents the number of Shares subject to warrants to purchase Shares, which were disposed of in connection with consummation of the Merger.

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 7, 2018	ORBIMED ADVISORS LLC
	By:	/s/ Jonathan T. Silverstein
		Name: Jonathan T. Silverstein
		Title: Member of OrbiMed Advisors LLC
	By:	/s/ Sven H. Borho
		Name: Sven H. Borho Title: Member of OrbiMed Advisors LLC
	By:	/s/ Carl L. Gordon
		Name: Carl L. Gordon
		Title: Member of OrbiMed Advisors LLC
	ORBIMED ADVISORS ISRAEL II LIMITED
	By:	/s/ Carl L. Gordon
		Name: Carl L. Gordon
		Title: Director
	ORBIMED ISRAEL GP II, L.P.
	By:	ORBIMED ADVISORS ISRAEL II LIMITED, its general partner
	By:	/s/ Carl L. Gordon
		Name: Carl L. Gordon
		Title: Director
	ORBIMED CAPITAL GP VI LLC
	By:	ORBIMED ADVISORS LLC, its managing member
	By:	/s/ Jonathan T. Silverstein
		Name: Jonathan T. Silverstein
		Title: Member of OrbiMed Advisors LLC
	By:	/s/ Sven H. Borho
		Sven H. Borho
		Member of OrbiMed Advisors LLC
	By:	/s/ Carl L. Gordon
		Carl L. Gordon
		Member of OrbiMed Advisors LLC

 

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.