Home > Insider Trading > Filing (0000947871-24-000806)

Filing Details

Accession Number:: 0000947871-24-000806
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-10-17 16:17:52
Reporting Period:: 2024-10-15

Accepted Time:: 2024-10-17 16:17:52
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
2022626	Upstream Bio Inc.	UPB	()	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
1682090	Orbimed Israel Gp Ii, L.p.	5 Hahoshlim Street, Building B 1St Floor Herzliya Pituach L3 4672408	Yes	No	Yes	No
1682093	Ltd Ii Israel Advisors Orbimed	5 Hahoshlim Street, Building B 1St Floor Herzliya Pituach L3 4672408	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

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2024-10-15	721,956	$0.00	973,716	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2024-10-15	165,000	$17.00	1,138,716	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2024-10-15	2,887,833	$0.00	3,894,873	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2024-10-15	660,000	$17.00	4,554,873	No	4	P	Indirect	See Footnote

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

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A redeemable convertible preferred stock	Disposition	2024-10-15	524,500	$0.00	524,500	$0.00
Common Stock	Series A redeemable convertible preferred stock	Disposition	2024-10-15	2,098,000	$0.00	2,098,000	$0.00
Common Stock	Series B redeemable convertible preferred stock	Disposition	2024-10-15	197,456	$0.00	197,456	$0.00
Common Stock	Series B redeemable convertible preferred stock	Disposition	2024-10-15	789,833	$0.00	789,833	$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

Footnotes

Each share of Series A redeemable convertible preferred stock and Series B redeemable convertible preferred stock automatically converted into shares of the Issuer's common stock on a one-for-1.049 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
These securities are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("Israel GP") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("Advisors II") is the general partner of Israel GP. By virtue of such relationships, Israel GP and Advisors II 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. Advisors II exercises voting and investment power through an investment committee comprised of Carl L. Gordon, David P. Bonita, and Erez Chimovits ("Chimovits"), each of whom disclaims beneficial ownership of the securities held by OIP II.
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, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors 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 W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VIII.
Each of Advisors II, Israel GP, OrbiMed Advisors, and GP VIII 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. OrbiMed Advisors, GP VIII. Advisors II, and Israel GP have designated a representative, Chimovits, an employee of OrbiMed Advisors and a director of Advisors II, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such person or entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.