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Filing Details

Accession Number:: 0000899243-21-007451
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-02-19 19:09:47
Reporting Period:: 2021-02-17

Accepted Time:: 2021-02-19 19:09:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1656536	Decibel Therapeutics Inc.	DBTX	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	Yes	No
1157524	Orbimed Capital Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	Yes	No
1808744	Orbimed Genesis Gp Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	Yes	No
1845804	Orbimed Capital Gp Viii Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	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	Acquisiton	2021-02-17	2,732,106	$0.00	2,732,106	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2021-02-17	327,852	$0.00	327,852	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2021-02-17	218,568	$0.00	218,568	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2021-02-17	1,111,100	$18.00	3,843,206	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2021-02-17	555,566	$18.00	883,418	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series D Preferred Stock	Disposition	2021-02-17	14,480,162	$0.00	2,732,106	$0.00
Common Stock	Series D Preferred Stock	Disposition	2021-02-17	1,737,619	$0.00	327,852	$0.00
Common Stock	Series D Preferred Stock	Disposition	2021-02-17	1,158,412	$0.00	218,568	$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

Footnotes

On February 17, 2021, the Series D Preferred Stock automatically converted into Common Stock on a 5.3-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationship, OrbiMed Advisors and GP VIII may be deemed to have voting power and investment power over the securities held by OPI VIII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment 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 shares held by OPI VIII.
These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor of OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment 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 shares held by OPM.
These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationship, OrbiMed Advisors and Genesis GP may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment 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 shares held by Genesis.
This report on Form 4 is jointly filed by OrbiMed Advisors, GP VIII, OrbiMed Capital, and Genesis GP. 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 pecuniary interest therein, if any. The Reporting Persons have designated a representative, Peter A. Thompson, an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.