Edgar Filing: ISALY SAMUEL D

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ORBIMED ADVISORS LLC

2. Issuer Name and Ticker or Trading Symbol
CRYOCOR INC [CRYO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

767 THIRD AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2005

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/13/2005		C		1,096,936	A	$ 0 ⁽³⁾	1,231,936 ⁽¹⁾	I	FN ⁽²⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Redeemable Convertible Preferred Stock

$ 0 ⁽³⁾

07/13/2005

30,241,936

08/22/2005

Common Stock

1,096,936

$ 0 ⁽³⁾

$ 0

FN ⁽²⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ORBIMED ADVISORS LLC 767 THIRD AVENUE NEW YORK, NY 10017	X	X
ORBIMED CAPITAL LLC 767 THIRD AVENUE NEW YORK, NY 10017	X	X
ISALY SAMUEL D 767 THIRD AVENUE NEW YORK, NY 10017	X	X

Signatures

/s/ Samuel D. Isaly		08/22/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As of the close of business on July 13 2005, Reporting Persons held 1,231,939 shares of common stock, on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from sale of, such securities. Of this amount, Caduceus Private Investments, LP ("Caduceus"), OrbiMed Associates LLC ("Associates) and UBS Juniper Crossover Fund, LLC ("Juniper") directly hold 825,408, 17,096 and 389,432 shares, respectively. OrbiMed Advisors LLC ("Advisors"), pursuant to its authority under its investment advisory contracts with Juniper, may be considered to hold indirectly 389,432 shares of common stock. OrbiMed Capital LLC ("Capital"), pursuant to its authority under its investment advisory contract with Caduceus and Associates, may be considered to hold indirectly 842,504 shares of common stock. These amounts include the acquisition of 135,000 shares of common stock on 7/13/05.
(2)	Advisors and Capital are registered advisers under the Investment Advisers Act of 1940, as amended, that act as investment advisers to certain collective investment funds which hold Shares of the Issuer. Samuel D. Isaly, a natural person, owns controlling interests in Advisors and Capital. Advisors acts as investment adviser to Juniper. Capital acts as investment adviser to Caduceus and Associates. Pursuant to these agreements and relationships, Advisors and Capital have discretionary investment management authority with respect to the assets of Caduceus, Associates, and Juniper. Such authority includes the power to vote and otherwise dispose of securities purchased by Caduceus, Associates and Juniper. The Reporting Persons may be deemed to be a director of the issuer by virtue of their having nominated a representative, now Robert J. Adelman, to serve on the issuer's board of directors.
(3)	Convertible at 0.036272 share of Common for 1 share Preferred.
(4)	The Reporting Persons disclaim beneficial ownership of the these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

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