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Filing Details

Accession Number:: 0001140361-13-022344
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-22 17:42:29
Reporting Period:: 2013-05-20

Filing Date:: 2013-05-22
Accepted Time:: 2013-05-22 17:42:29
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1131543	Ambit Biosciences Corp	AMBI	Pharmaceutical Preparations (2834)	330909648

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1055949	D Samuel Isaly	601 Lexington Avenue, 54Th Floor New York NY 10022	No	No	Yes	No
1055951	Orbimed Advisors Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	No	No	Yes	No
1432241	Orbimed Capital Gp Iii Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-20	10,500	$6.78	10,807	No	4	P	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-20	100	$6.78	102	No	4	P	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	367,315	$0.00	378,122	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	3,498	$0.00	3,600	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	219,863	$0.00	597,985	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	2,094	$0.00	5,694	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	181,689	$0.00	779,674	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	1,730	$0.00	7,424	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	593,618	$8.00	1,373,292	No	4	P	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	5,653	$8.00	13,077	No	4	P	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	61,910	$8.00	1,435,202	No	4	P	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	590	$8.00	13,667	No	4	P	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	8,020	$6.90	1,443,222	No	4	P	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2013-05-21	80	$6.90	13,747	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series E Convertible Preferred Stock	Disposition	2013-05-21	8,815,565	$0.00	367,315	$0.00
Common Stock	Series E Convertible Preferred Stock	Disposition	2013-05-21	83,959	$0.00	3,498	$0.00
Common Stock	Series D-2 Convertible Preferred Stock	Disposition	2013-05-21	5,276,702	$0.00	219,863	$0.00
Common Stock	Series D-2 Convertible Preferred Stock	Disposition	2013-05-21	50,256	$0.00	2,094	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2013-05-21	1,973,439	$0.00	181,689	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2013-05-21	18,795	$0.00	1,730	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

The shares were purchased by OrbiMed Private Investments III, LP ("OPI") in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.69 to $6.86, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (1) of this Form 4.
The shares were purchased by OrbiMed Associates III, LP ("Associates") in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.69 to $6.86, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (2) of this Form 4.
Represents shares of Common Stock acquired upon the automatic conversion of Series E convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series E convertible preferred stock did not have an expiration date. The Series E convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1 share of Common Stock for every 24 shares of Series E convertible preferred stock, for no additional consideration.
Represents shares of Common Stock acquired upon the automatic conversion of Series D-2 convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series D-2 convertible preferred stock did not have an expiration date. The Series D-2 convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1 share of Common Stock for every 24 shares of Series D-2 convertible preferred stock, for no additional consideration.
Represents shares of Common Stock acquired upon the automatic conversion of Series D convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series D convertible preferred stock did not have an expiration date. The Series D convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1 share of Common Stock for every 10.86166 shares of Series D convertible preferred stock, for no additional consideration.
These securities are held of record by OPI and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("Capital"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). Capital is the sole general partner of OPI. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of Capital. By virtue of such relationships, Capital and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI noted above.
Isaly, a natural person, may also be deemed to have voting and investment power with respect to the securities held by OPI noted above in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of Capital, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI.
These securities are held of record by Associates and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates. Isaly is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationship, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by Associates noted above. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates.
This report on Form 4 is jointly filed by Capital, Advisors and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently David P. Bonita, an employee of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.
The shares were purchased by OPI in a private placement concurrent with the closing of the Issuer's initial public offering.
The shares were purchased by Associates in a private placement concurrent with the closing of the Issuer's initial public offering.
The shares were purchased by OPI at the Issuer's initial public offering.
The shares were purchased by Associates at the Issuer's initial public offering.
The shares were purchased by OPI in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.77 to $7.00, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (14) of this Form 4.
The shares were purchased by Associates in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.77 to $7.00, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (15) of this Form 4.