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Filing Details

Accession Number:: 0000947871-18-000735
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-09-07 17:05:05
Reporting Period:: 2018-08-30

Accepted Time:: 2018-09-07 17:05:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1619087	Steadymed Ltd.	STDY	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue, 54Th Floor New York NY 10022-4629	No	No	Yes	No
1682090	Orbimed Israel Gp Ii, L.p.	601 Lexington Avenue, 54Th Floor New York NY 10022	No	No	Yes	No
1682093	Ltd Ii Israel Advisors Orbimed	601 Lexington Avenue, 54Th Floor New York NY 10022	No	No	Yes	No
1682115	Orbimed Capital Gp Vi 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
Ordinary Shares, Nominal Value Nis 0.01 Per Share	Disposition	2018-08-30	2,123,098	$4.46	0	No	4	S	Indirect	See Footnotes
Ordinary Shares, Nominal Value Nis 0.01 Per Share	Disposition	2018-08-30	2,123,098	$4.46	0	No	4	S	Indirect	See Footnotes

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Ordinary Shares	Warrants to Purchase Ordinary Shares	Acquisiton	2018-08-30	55,000	$3.85	55,000	$6.88
Ordinary Shares	Warrants to Purchase Ordinary Shares	Acquisiton	2018-08-30	55,000	$3.85	55,000	$6.88
Ordinary Shares	Warrants to Purchase Ordinary Shares	Disposition	2018-08-30	1,536,098	$0.00	1,536,098	$3.59
Ordinary Shares	Warrants to Purchase Ordinary Shares	Disposition	2018-08-30	0	$0.00	1,536,098	$3.59
Ordinary Shares	Warrants to Purchase Ordinary Shares	Disposition	2018-08-30	348,500	$0.00	348,500	$6.88
Ordinary Shares	Warrants to Purchase Ordinary Shares	Disposition	2018-08-30	348,500	$0.00	348,500	$6.88

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
348,500	2017-04-25	2022-04-24	No	4	P	Indirect
348,500	2017-04-25	2022-04-24	No	4	P	Indirect
0	2016-08-03	2021-08-03	No	4	S	Indirect
0	2016-08-03	2021-08-03	No	4	S	Indirect
0	2017-04-25	2022-04-24	No	4	S	Indirect
0	2017-04-25	2022-04-24	No	4	S	Indirect

Footnotes

Disposed of pursuant to the merger agreement (the "Merger Agreement") between the Issuer, United Therapeutics Corporation and Daniel 24043 Ltd. Corporation. In addition to the cash consideration, each shareholder of the issuer also received one contractual contingent value right ("CVR") per Ordinary Share. Each CVR represents the right to receive $2.63 in cash upon the achievement of a specified milestone.
These securities were held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power over the securities held by OPI VI and as a result may be deemed to have beneficial ownership over such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by OPI VI.
These securities were held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("OIP GP") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("OrbiMed Limited") is the managing member of OIP GP. By virtue of such relationships, OIP GP and OrbiMed Limited may be deemed to have voting and investment power over the securities held by OIP II and as a result may be deemed to have beneficial ownership over such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Limited exercises this investment power through an investment committee comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the securities held by OIP II.
Under the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding warrant to purchase Ordinary Shares of the Issuer issued in 2016 was converted into the right to receive $2.71.
At the Effective Time, each outstanding warrant to purchase Ordinary Shares of the Issuer issued in 2017 was converted into the right to receive $2.33.
Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by GP VI, OrbiMed Limited, OIP GP and Advisors, is no longer subject to Section 16 with respect to securities of the Issuer.
This report on Form 4 is jointly filed by GP VI, OrbiMed Limited, OIP GP and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.