Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
OrbiMed Advisors | 0 | 4,053,000 | 0 | 4,053,000 | 4,053,000 | 12.19% |
OrbiMed Capital GP III | 0 | 4,014,765 | 0 | 4,014,765 | 4,014,765 | 12.07% |
Samuel D. Isaly | 0 | 4,053,000 | 0 | 4,053,000 | 4,053,000 | 12.19% |
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Page 1 of 13 – SEC Filing
AFFIMED N.V.
COMMON STOCK
N01045108
Telephone: (212) 739-6400
March 29, 2016
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Page 2 of 13 – SEC Filing
CUSIP No. N01045108 | |
1 | NAME OF REPORTING PERSONS 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 | SOURCE OF FUNDS (See Instructions) N/A | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
8 | SHARED VOTING POWER 4,053,000* | |||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER 4,053,000* | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,053,000* | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.19%† | |||
14 | TYPE OF REPORTING PERSON (See Instructions) IA |
† This percentage is calculated based upon 33,259,404 shares of the Issuer’s Common Stock (as defined below) outstanding, as set forth in the Issuer’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2016.
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Page 3 of 13 – SEC Filing
CUSIP No. N01045108 | |
1 | NAME OF REPORTING PERSONS OrbiMed Capital GP III LLC | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) o (b) o | ||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS (See Instructions) N/A | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
8 | SHARED VOTING POWER 4,014,765* | |||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER 4,014,765* | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,014,765* | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.07%† | |||
14 | TYPE OF REPORTING PERSON (See Instructions) OO |
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Page 4 of 13 – SEC Filing
CUSIP No. N01045108 | |
1 | NAME OF REPORTING PERSONS 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 | SOURCE OF FUNDS (See Instructions) N/A | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
8 | SHARED VOTING POWER 4,053,000* | |||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER 4,053,000* | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,053,000* | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.19%† | |||
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
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Page 5 of 13 – SEC Filing
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
| (i) | name; |
| (ii) | business address; |
| (iii) | present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; |
| (iv) | citizenship. |
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Page 6 of 13 – SEC Filing
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer |
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Page 7 of 13 – SEC Filing
Seller | Date of Transaction | Transaction | Number of Shares | Price Per Share* |
OPI III | March 17, 2016 | Sold | 56,264 | $3.67 |
Associates III | March 17, 2016 | Sold | 536 | $3.67 |
OPI III | March 18, 2016 | Sold | 67,557 | $3.96 |
Associates III | March 18, 2016 | Sold | 643 | $3.96 |
OPI III | March 21, 2016 | Sold | 38,781 | $3.99 |
Associates III | March 21, 2016 | Sold | 369 | $3.99 |
OPI III | March 22, 2016 | Sold | 69,217 | $3.90 |
Associates III | March 22, 2016 | Sold | 659 | $3.90 |
OPI III | March 23, 2016 | Sold | 18,127 | $3.81 |
Associates III | March 23, 2016 | Sold | 173 | $3.81 |
OPI III | March 24, 2016 | Sold | 99 | $3.75 |
Associates III | March 24, 2016 | Sold | 1 | $3.75 |
OPI III | March 28, 2016 | Sold | 78,057 | $3.64 |
Associates III | March 28, 2016 | Sold | 743 | $3.64 |
OPI III | March 29, 2016 | Sold | 14,882 | $3.71 |
Associates III | March 29, 2016 | Sold | 142 | $3.71 |
OPI III | March 30, 2016 | Sold | 100,434 | $3.70 |
Associates III | March 30, 2016 | Sold | 957 | $3.70 |
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Page 8 of 13 – SEC Filing
Item 6. | Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer |
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Page 9 of 13 – SEC Filing
Item 7. | Materials to Be Filed as Exhibits |
Exhibit | Description |
1. | Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly. |
2. | Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Issuer’s Form F-1 (SEC File No. 333-197097), filed with the SEC on July 17, 2014) |
3. | Form of Amended and Restated Carve-Out Agreement (incorporated by reference to Exhibit 4 to Amendment No. 1 to the Reporting Persons’ Statement on Schedule 13D, filed with the SEC on February 20, 2015) |
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Page 10 of 13 – SEC Filing
OrbiMed Advisors LLC | ||||
By: | /s/ Samuel D. Isaly | |||
Name: | Samuel D. Isaly | |||
Title: | Managing Member | |||
OrbiMed Capital GP III LLC | ||||
By: | OrbiMed Advisors LLC Its Managing Member | |||
By: | /s/ Samuel D. Isaly | |||
Name: | Samuel D. Isaly | |||
Title: | Managing Member | |||
Samuel D. Isaly | ||||
By: | /s/ Samuel D. Isaly | |||
Name: | Samuel D. Isaly | |||
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Page 11 of 13 – SEC Filing
Name | Position with Reporting Person | Principal Occupation |
Samuel D. Isaly | Managing Member | Managing Member OrbiMed Advisors LLC |
Carl L. Gordon | Member | Member OrbiMed Advisors LLC |
Sven H. Borho German and Swedish Citizen | Member | Member OrbiMed Advisors LLC |
Jonathan T. Silverstein | Member | Member OrbiMed Advisors LLC |
W. Carter Neild | Member | Member OrbiMed Advisors LLC |
Geoffrey C. Hsu | Member | Member OrbiMed Advisors LLC |
Evan D. Sotiriou | Chief Financial Officer | Chief Financial Officer OrbiMed Advisors LLC |
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Page 12 of 13 – SEC Filing
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Page 13 of 13 – SEC Filing
Exhibit | Description |
1. | Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly. |
2. | Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Issuer’s Form F-1 (SEC File No. 333-197097), filed with the SEC on July 17, 2014) |
3. | Form of Amended and Restated Carve-Out Agreement (incorporated by reference to Exhibit 4 to Amendment No. 1 to the Reporting Persons’ Statement on Schedule 13D, filed with the SEC on February 20, 2015) |
13
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