13D Filing: OrbiMed Advisors and Arsanis Inc (ASNS)

Item 3.

Source and Amount of Funds or Other Consideration

On November 15, 2017, the Registration Statement on Form S‑1 Amendment No. 2 filed with the Securities and Exchange Commission (the “SEC”) by the Issuer in connection with its initial public offering (the “IPO”) of 4,000,000 shares of Common Stock was declared effective.

The closing of the IPO took place on November 20, 2017, and at such closing Advisors and GP IV, pursuant to their authority under the limited partnership agreements of OPI IV, as more particularly referred to in Item 6 below, caused OPI IV to purchase 500,000 shares of Common Stock at the IPO price of $10.00 per share.

The source of funds for such purchases was the working capital of OPI IV and capital contributions made to OPI IV.

Prior to the IPO, OPI IV had purchased from the Issuer, in a series of private transactions, 66,667 shares of Series A-1 Convertible Preferred Stock (“Series A-1 Stock”), 704,846 shares of Series A-2 Convertible Preferred Stock (“Series A-2 Stock”), 736,648 shares of Series B Convertible Preferred Stock (“Series B Stock”), 229,412 shares of Series C Preferred Stock (“Series C Stock”) and 2,232,014 shares of Series D Preferred Stock (“Series D Stock”) for an aggregate purchase price of $17,892,952.  As part of the IPO, the Issuer effected a conversion of the Series A-1 Stock into Common Stock at a conversion ratio of 0.29300-for-1, Series A-2 Stock into Common Stock at a conversion ratio of 0.35785-for-1, Series B Stock into Common Stock at a conversion ratio of 0.44650-for-1, Series C Stock into Common Stock at a conversion ratio of 0.49832-for-1, and Series D Stock into Common Stock at a conversion ratio of 0.29300-for-1.

As a result of the transactions described in this Item 3, (i) GP IV, as the general partner of OPI IV, (ii) Advisors, as the managing member of GP IV, and (iii) Isaly, as the managing member of Advisors and the owner of a controlling interest in Advisors, may each be deemed to be the beneficial owner of approximately 13.07% of the outstanding the Common Stock.

Item 4.

Purpose of Transaction

As described more fully in Item 5 below, the Reporting Persons caused OPI IV to acquire Common Stock of the Issuer for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of OPI IV.

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Common Stock in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Common Stock or otherwise, they may acquire Common Stock or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Common Stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

Except as set forth in this Statement, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries,