Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 2:19PM
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)*
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Sientra, Inc.
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(Name of Issuer)
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Common
Stock
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(Title of Class of Securities)
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82621J105
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(CUSIP Number)
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December
31, 2016
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
o
Rule
13d-1(c)
x
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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CUSIP No. 82621J105
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SCHEDULE 13G/A
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Page 2
of 9 Pages
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1
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NAME OF REPORTING
PERSONS
OrbiMed Capital GP III LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
736,575
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
736,575
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
736,575
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.96%*
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12
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TYPE OF REPORTING PERSON
OO
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* This percentage is based upon 18,594,257 shares outstanding as of November 4, 2016, as
set forth in Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.
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CUSIP No. 82621J105
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SCHEDULE 13G/A
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Page 3
of 9 Pages
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1
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NAME OF REPORTING
PERSONS
OrbiMed Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
742,574
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
742,574
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,574
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.99%*
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12
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TYPE OF REPORTING PERSON
IA
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* This percentage is based upon 18,594,257 shares outstanding as of November 4, 2016, as
set forth in Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.
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CUSIP No. 82621J105
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SCHEDULE 13G/A
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Page
4 of 9 Pages
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1
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NAME OF REPORTING
PERSONS
Samuel D. Isaly
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
742,574
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
742,574
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,574
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.99%*
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12
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TYPE OF REPORTING PERSON
IN
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* This percentage is based upon 18,594,257 shares outstanding as of November 4, 2016, as
set forth in Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.
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CUSIP No. 82621J105
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SCHEDULE 13G/A
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Page
5 of 9 Pages
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Item 1.
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(a) Name of Issuer:
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Sientra, Inc.
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(b) Address of Issuer’s Principal
Executive Offices:
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420 South Fairview Avenue, Suite 200
Santa Barbara, CA 93117 United States
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Item 2.
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(a) Name of Person Filing
:
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OrbiMed
Capital GP III LLC (“GP III”)
OrbiMed
Advisors LLC (“Advisors”)
Samuel
D. Isaly (“Isaly”)
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(b) Address
of Principal Business Office:
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601 Lexington Avenue, 54th Floor
New York, NY 10022
Please refer to Item 4 on each cover sheet for each filing person.
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(d) Title of Class of Securities:
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Common Stock
82621J105
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CUSIP No. 82621J105
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SCHEDULE 13G/A
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Page 6
of 9 Pages
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CUSIP No. 82621J105
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SCHEDULE 13G/A
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Page
7 of 9 Pages
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Item
4. Ownership:
GP III is the sole general partner of OrbiMed Private Investments III, LP ("OPI III"), which holds 736,575 shares of Common
Stock ("Shares"). Advisors is the general partner of OrbiMed Associates III, LP ("Associates"), which holds 5,999 Shares.
Advisors is an investment advisor in accordance with §240.13d-1(b)(1)(ii)(E) and is the Managing Member of GP III. Isaly
is the Managing Member of Advisors and a control person in accordance with §240.13d-1(b)(1)(ii)(G). On the basis of these
relationships, GP III, Advisors and Isaly may be deemed to share beneficial ownership of the Shares held by OPI III and Associates.
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 person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following [X].
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.
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CUSIP No. 82621J105
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SCHEDULE 13G/A
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Page 8
of 9 Pages
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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: February 13, 2017
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ORBIMED ADVISORS LLC
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By:
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/s/ Samuel D.
Isaly
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Name:
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Samuel D. Isaly
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Title:
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Managing Member
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ORBIMED CAPITAL GP III LLC
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By: OrbiMed Advisors LLC
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Its Managing Member
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By:
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/s/ Samuel D.
Isaly
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Name:
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Samuel D. Isaly
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Title:
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Managing Member
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SAMUEL D. ISALY
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Samuel D. Isaly
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Name:
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Samuel D. Isaly
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CUSIP No. 82621J105
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SCHEDULE 13G/A
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Page 9
of 9 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
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 of $0.001 per share, of Sientra, 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.
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ORBIMED ADVISORS LLC
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By:
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/s/ Samuel D.
Isaly
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Name:
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Samuel D. Isaly
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Title:
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Managing Member
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ORBIMED CAPITAL GP III LLC
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By: OrbiMed Advisors LLC
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Its Managing Member
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By:
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/s/ Samuel D.
Isaly
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Name:
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Samuel D. Isaly
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Title:
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Managing Member
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SAMUEL D. ISALY
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Samuel D. Isaly
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Name:
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Samuel D. Isaly
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