CYNA Cynapsus Therapeutics Inc. (MM)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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Item 1.

(a) Name of Issuer:

 

Sunovion CNS Development Canada ULC (successor by amalgamation under the laws of the Province of British Columbia to Cynapsus Therapeutics Inc.)

 

(b) Address of Issuer’s Principal Executive Offices:

 

828 Richmond Street West

 

Toronto, Ontario M6J 1C9

 

Canada

 

 

Item 2.

(a) Name of Person Filing :

 

This Schedule 13G is being filed by each of the following persons (each a “Reporting Person”, and together, the “ Reporting Persons ”):

 

(i)

OrbiMed Capital GP V LLC (“ GP V ”)

(ii)

OrbiMed Advisors LLC (“ Advisors ”)

(iii)

Samuel D. Isaly (“ Isaly ”)

 

See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.

 

(b) Address of Principal Business Office:

 

601 Lexington Avenue, 54th Floor

 

New York, NY 10022

 

(c) Citizenship :

 

Please refer to Item 4 on each cover sheet for each filing person.

 

(d) Title of Class of Securities:

 

Common Stock

 

(e) CUSIP No.:

 

23257Y859

 

 

 

Item 3.

Not Applicable

 

Item 4.

Ownership:

(a)   Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).

 

(b)   Percent of class: See the response(s) to Item 11 on the attached cover page(s).

 

(c)   Number of shares as to which such person has:

 

           (i)   Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).

 

           (ii)   Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).

 

           (iii)   Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).

 

           (iv)   Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this Statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☑

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person .

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group .

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group .

 

Not Applicable.

 

Item 10.

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

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