Page 5 of 8 – SEC Filing
Item 5 of the Statement is amended to read in full as set forth below.
| Item 5. | Interest in Securities of the Issuer |
(a) – (b) As of the date of this filing, the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares. Based upon information contained in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017, such Shares deemed to be indirectly beneficially owned by GP III constitutes approximately 12.28% of the issued and outstanding Shares, and such Shares deemed to be indirectly beneficially owned by Advisors constitutes approximately 12.39% of the issued and outstanding Shares. Advisors, pursuant to its authority as the sole managing member of GP III, which is the sole general partner of OPI III, and as the sole general partner of Associates III, may be deemed to indirectly beneficially own the Shares held by OPI III and Associates IIII. GP III, pursuant to its authority as the general partner of OPI III, may be deemed to indirectly beneficially own the Shares held by OPI III. As a result, Advisors and GP III share the power to direct the vote and the disposition of the Shares held by OPI III described in Item 6 below, and Advisors has the power to direct the vote and the disposition of the Shares held by Associates III. 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 Shares held by OPI III and Associates III.
(c) Except as disclosed in Amendment No. 2, the Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.
(d) Not applicable.
(e) As of January 24, 2018, Samuel D. Isaly, who was previously identified as a reporting person, has ceased to be the beneficial owner of more than five percent of the outstanding Shares.
The first paragraph of Item 6 of the Statement is amended to read in full as follows.
| Item 6. | Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer |
In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP III is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III. Advisors is the sole managing member of GP III, pursuant to the terms of the limited liability company agreement of GP III, and the sole general partner of Associates III, pursuant to the terms of the limited partnership agreement of Associates III. Pursuant to these agreements and relationships, Advisors and GP III have discretionary investment management authority with respect to the assets of OPI III, and Advisors has discretionary investment management authority with respect to the assets of Associates III. Such authority includes the power of GP III and Advisors to vote and otherwise dispose of securities purchased by OPI III, and the power of Advisors to vote and otherwise dispose of securities purchased by Associates III. The number of outstanding Shares held of record by OPI III is 5,500,730, and the number of outstanding Shares held of record by Associates III is 49,270. Advisors may be considered to hold indirectly 5,550,000 Shares, and GP III may be considered to hold indirectly 5,500,730 Shares.
| Item 7. | Materials to Be Filed as Exhibits |
Exhibit 1 – Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP III LLC.
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