Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 2:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Synergy Pharmaceuticals Inc.
|
(Name of Issuer)
|
|
Common Stock
|
(Title of Class of Securities)
|
|
871639308
|
(CUSIP Number)
|
|
December
31, 2016
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
x
Rule
13d-1(b)
o
Rule
13d-1(c)
o
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).
CUSIP No. 871639308
|
SCHEDULE 13G/A
|
Page 2
of 9 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
9,439,098
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
9,439,098
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,439,098
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.71%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
* This percentage is based upon 192,865,521 shares outstanding as of November 15, 2016 as set forth in Issuer's Form 8-K
filed with the Securities and Exchange Commission on November 15, 2016, and an additional 7,555,683 shares issuable under
convertible securities which were converted to common shares as set forth in the Issuer's Forms 8-K filed on November 21,
2016.
CUSIP
No. 871639308
|
SCHEDULE 13G/A
|
Page 3
of 9 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
OrbiMed
Capital LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
8,802,300
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
8,802,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,802,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.39%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
* This percentage is based upon 192,865,521 shares outstanding as of November 15, 2016 as set forth in Issuer's Form 8-K
filed with the Securities and Exchange Commission on November 15, 2016, and an additional 7,555,683 shares issuable under
convertible securities which were converted to common shares as set forth in the Issuer's Forms 8-K filed on November 21,
2016.
CUSIP No. 871639308
|
SCHEDULE 13G/A
|
Page 4
of 9 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
18,241,398
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
18,241,398
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,241,398
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.10%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
HC
|
* This percentage is based upon 192,865,521 shares outstanding as of November 15, 2016 as set forth in Issuer's Form 8-K filed with the Securities and Exchange Commission on November 15, 2016, and an additional 7,555,683 shares issuable under convertible securities which were converted to common shares as set forth in the Issuer's Forms 8-K filed on November 21, 2016.
CUSIP No. 871639308
|
SCHEDULE 13G/A
|
Page
5 of 9 Pages
|
Item 1.
|
|
(a) Name of Issuer:
|
Synergy Pharmaceuticals Inc. (the "Company").
|
|
(b) Address of Issuer’s Principal
Executive Offices:
|
420 Lexington Avenue, Suite 2012
New York, NY 10170
United States
Item 2.
|
|
(a) Name of Person Filing
:
|
(i)
OrbiMed Advisors LLC
(ii) OrbiMed Capital LLC
(iii)
Samuel D. Isaly
|
|
(b) Address
of Principal Business Office:
|
601 Lexington Avenue, 54th Floor
New York, NY 10022
Please refer to Item 4 on each cover sheet for each filing person
.
|
|
(d) Title of Class of Securities:
|
Common
Stock
871639308
CUSIP No. 871639308
|
SCHEDULE 13G/A
|
Page 6
of 9 Pages
|
|
Item
3.
OrbiMed Advisors LLC and OrbiMed Capital LLC are investment advisors in accordance with Rule 13d-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Samuel D. Isaly is a control person in accordance with Rule 13d-1(b)(1)(ii)(G) under the Exchange Act.
|
CUSIP No. 871639308
|
SCHEDULE 13G/A
|
Page
7 of 9 Pages
|
Item
4. Ownership:
Please see Items 5 - 9 and 11 for each cover sheet for each filing.
Item
5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
.
Reporting Persons are holding 9.10% (4.71% in the case of OrbiMed Advisors LLC and 4.39% in the case of OrbiMed Capital LLC) of the shares on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from,
or proceeds from the sale of, such securities. No one such other person's interest in the securities whose ownership is reported
here relates to more than five percent of the class.
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.
The undersigned hereby agree that
the Statement on this Schedule 13G/A dated February 13, 2017 (the "Schedule 13G/A"), with respect to the Common Stock, par
value $0.0001 per share, of Synergy Pharmaceuticals Inc. is filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included
as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule
13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be
executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2017.