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Filing Details

Accession Number:: 0001181431-13-029901
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-22 19:07:01
Reporting Period:: 2013-05-20

Filing Date:: 2013-05-22
Accepted Time:: 2013-05-22 19:07:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1131543	Ambit Biosciences Corp	AMBI	Pharmaceutical Preparations (2834)	330909648

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1572451	P David Bonita	C/O Ambit Biosciences Corporation 11080 Roselle Street San Diego CA 92121		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-05-20	10,500	$6.78	10,807	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2013-05-20	100	$6.78	102	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2013-05-21	367,315	$0.00	378,122	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-05-21	3,498	$0.00	3,600	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2013-05-21	219,863	$0.00	597,985	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-05-21	2,094	$0.00	5,694	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2013-05-21	181,689	$0.00	779,674	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-05-21	1,730	$0.00	7,424	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2013-05-21	593,618	$8.00	1,373,292	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2013-05-21	5,653	$8.00	13,077	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2013-05-21	61,910	$8.00	1,435,202	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2013-05-21	590	$8.00	13,667	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2013-05-21	8,020	$6.90	1,443,222	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2013-05-21	80	$6.90	13,747	No	4	P	Indirect	See Footnote

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series E Preferred Stock	Disposition	2013-05-21	8,815,565	$0.00	367,315	$0.00
Common Stock	Series E Preferred Stock	Disposition	2013-05-21	83,959	$0.00	3,498	$0.00
Common Stock	Series D-2 Preferred Stock	Disposition	2013-05-21	5,276,702	$0.00	219,863	$0.00
Common Stock	Series D-2 Preferred Stock	Disposition	2013-05-21	50,256	$0.00	2,094	$0.00
Common Stock	Series D Preferred Stock	Disposition	2013-05-21	1,973,439	$0.00	181,689	$0.00
Common Stock	Series D Preferred Stock	Disposition	2013-05-21	18,795	$0.00	1,730	$0.00
Common Stock	Stock Option (right to buy)	Disposition	2013-05-21	7,085	$0.00	7,085	$6.66

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
7,085	2023-05-20	No	4	A	Direct

Footnotes

The shares were purchased by OrbiMed Private Investments III, LP ("OPI") in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.69 to $6.86, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (1) of this Form 4.
The shares were purchased by OrbiMed Associates III, LP ("Associates") in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.69 to $6.86, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (2) of this Form 4.
The Series E Preferred Stock did not have an expiration date. Upon the closing of the Issuer's initial public offering, every 24 shares of Series E Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration.
These securities are held of record by OPI and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("Capital"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). Capital is the sole general partner of OPI. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of Capital. By virtue of such relationships, Capital and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI noted above.
Isaly, a natural person, may also be deemed to have voting and investment power with respect to the securities held by OPI noted above in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of Capital, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI. The Reporting Person is an employee of Advisors and disclaims beneficial ownership over such securities, except to the extent of his pecuniary interest therein, if any.
These securities are held of record by Associates and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates. Isaly is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by Associates noted above. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates. The Reporting Person disclaims beneficial ownership over such securities, except to the extent of his pecuniary interest therein, if any.
The Series D-2 Preferred Stock did not have an expiration date. Upon the closing of the Issuer's initial public offering, every 24 shares of Series D-2 Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration.
The Series D Preferred Stock did not have an expiration date. Upon the closing of the Issuer's initial public offering, every 10.86166 shares of Series D Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration. The conversion ratio was incorrectly stated in the Reporting Person's Form 3.
One-third of the shares will vest on the first, second and third year anniversaries of the date of grant, such that the stock option is fully vested on May 21, 2016, subject to the optionee's continuous service with the Issuer through such vesting date.
The shares were purchased by OPI in a private placement concurrent with the closing of the Issuer's initial public offering.
The shares were purchased by Associates in a private placement concurrent with the closing of the Issuer's initial public offering.
The shares were purchased by OPI at the Issuer's initial public offering.
The shares were purchased by Associates at the Issuer's initial public offering.
The shares were purchased by OPI in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.77 to $7.00, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (14) of this Form 4.
The shares were purchased by Associates in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.77 to $7.00, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (15) of this Form 4.