|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series E Preferred Stock | (4) | 05/18/2007 | C | 1,568,841 | (4) | (4) | Common Stock | 1,568,841 | (2) | 0 | I | See Footnote (1) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ORBIMED ADVISORS LLC 767 3RD AVENUE 30TH FLOOR NEW YORK, NY 10017 |
X |
/s/ OrbiMed Advisors LLC | 05/18/2007 | |
**Signature of Reporting Person | Date |
* | 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) | The amount shown represents (i) 1,047,028 shares of Common Stock held directly by Caduceus Private Investments II, LP, (ii) 392,028 shares of Common Stock held directly by Caduceus Private Investments II (QP), LP, and (iii) 129,785 shares of Common Stock held directly by UBS Juniper Crossover Fund, L.L.C., affiliates of the Reporting Person. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons 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. |
(2) | Not applicable |
(3) | The Reporting Person is a registered adviser under the Investment Advisers Act of 1940, as amended, that acts as an investment adviser to certain affiliated collective investment funds which hold shares of the Issuer. The Reporting Person may be deemed to be a director of the Issuer by virtue of its having nominated a representative, now Jonathan Silverstein, to serve on the Issuer's board of directors. |
(4) | All outstanding shares of the Issuer's Preferred Stock automatically converted into Common Stock on the closing of the Issuer's initial public offering, for no additional consideration. (At that time, each share of Preferred Stock converted into 0.3807 shares of Common Stock.) |