Filing Details
- Accession Number:
- 0000947871-16-001495
- Form Type:
- 13G Filing
- Publication Date:
- 2016-09-16 16:14:16
- Filed By:
- OrbiMed Advisors
- Company:
- Cynapsus Therapeutics Inc.
- Filing Date:
- 2016-09-16
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| OrbiMed Capital GP V | 0 | 816,154 | 0 | 816,154 | 816,154 | 6.6% |
| OrbiMed Advisors | 0 | 816,154 | 0 | 816,154 | 816,154 | 6.6% |
| Samuel D. Isaly | 0 | 816,154 | 0 | 816,154 | 816,154 | 6.6% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| Cynapsus Therapeutics Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 23257Y859 |
| (CUSIP Number) |
| September 14, 2016 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 23257Y859 | SCHEDULE 13G | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OrbiMed Capital GP V LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o | | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 816,154 (1) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 816,154 (1) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 816,154 (1) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% (2) | |||
| 12 | TYPE OF REPORTING PERSON (See Instructions) OO | |||
| | (1) | Evidenced by (i) 500,000 shares of the Issuer’s Common Stock (“Shares”) and (ii) 316,154 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants). |
| | (2) | This percentage is calculated based upon 12,448,108 shares of the Issuer’s Shares outstanding, as set forth in the Issuer’s Form 8-K, dated August 31, 2016, filed with the Securities and Exchange Commission on September 1, 2016. |
| CUSIP No. 23257Y859 | SCHEDULE 13G | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 816,154 (1) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 816,154 (1) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 816,154 (1) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% (2) | |||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IA | |||
| | (1) | Evidenced by (i) 500,000 shares of the Issuer’s Common Stock (“Shares”) and (ii) 316,154 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants). |
| | (2) | This percentage is calculated based upon 12,448,108 shares of the Issuer’s Shares outstanding, as set forth in the Issuer’s Form 8-K, dated August 31, 2016, filed with the Securities and Exchange Commission on September 1, 2016. |
| CUSIP No. 23257Y859 | SCHEDULE 13G | Page 4 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samuel D. Isaly | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o | | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 816,154 (1) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 816,154 (1) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 816,154 (1) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% (2) | |||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | |||
| | (1) | Evidenced by (i) 500,000 shares of the Issuer’s Common Stock (“Shares”) and (ii) 316,154 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants). |
| | (2) | This percentage is calculated based upon 12,448,108 shares of the Issuer’s Shares outstanding, as set forth in the Issuer’s Form 8-K, dated August 31, 2016, filed with the Securities and Exchange Commission on September 1, 2016. |
| CUSIP No. 23257Y859 | SCHEDULE 13G | Page 5 of 7 Pages |
| Item 1. | (a) Name of Issuer: |
Cynapsus Therapeutics Inc.
| | (b) Address of Issuer’s Principal Executive Offices: |
828 Richmond Street West
Toronto, Ontario M6J 1C9
Canada
| Item 2. | (a) Name of Person Filing: |
This Schedule 13G is being filed by each of the following persons (each a “Reporting Person”, and together, the “Reporting Persons”):
| | (i) | OrbiMed Capital GP V LLC (“GP V”) |
| | (ii) | OrbiMed Advisors LLC (“Advisors”) |
| | (iii) | Samuel D. Isaly (“Isaly”) |
| | (b) Address of Principal Business Office: |
601 Lexington Avenue, 54th Floor
New York, NY 10022
| | (c) Citizenship: |
Please refer to Item 4 on each cover sheet for each filing person.
| | (d) Title of Class of Securities: |
Common Stock
| | (e) CUSIP No.: |
23257Y859
| CUSIP No. 23257Y859 | SCHEDULE 13G | Page 6 of 7 Pages |
Item 3.
Not Applicable
Item 4. Ownership:
GP V is the sole general partner of OrbiMed Private Investments V, LP (“OPI V”), which holds 816,154 shares of the Issuer’s Common Stock (“Shares”). Advisors is an investment advisor in accordance with § 240.13d-1(b)(1)(ii)(E) and is the Managing Member of GP V. Isaly is the Managing Member of Advisors and a control person in accordance with § 240.13d-1(b)(1)(ii)(G). On the basis of these relationships, GP V, Advisors and Isaly may be deemed to share beneficial ownership of the Shares held by OPI V.
| | (a) | Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). |
| | (b) | Percent of class: See the response(s) to Item 11 on the attached cover page(s). |
| | (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
See Item 4.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 23257Y859 | SCHEDULE 13G | Page 7 of 7 Pages |
SIGNATURES
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 16, 2016
| OrbiMed Capital GP V LLC By: OrbiMed Advisors LLC, its Managing Member | ||||
| By: | /s/ Samuel D. Isaly | |||
| Name: | Samuel D. Isaly | |||
| Title: | Managing Member | |||
| OrbiMed Advisors LLC | ||||
| By: | /s/ Samuel D. Isaly | |||
| Name: | Samuel D. Isaly | |||
| Title: | Managing Member | |||
| Samuel D. Isaly | ||||
| /s/ Samuel D. Isaly | ||||
| Name: | Samuel D. Isaly | |||