Statement of Changes in Beneficial Ownership (4)
December 10 2020 - 05:05PM
Edgar (US Regulatory)
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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ORBIMED ADVISORS LLC |
2. Issuer Name and Ticker or Trading Symbol
Aerpio Pharmaceuticals, Inc.
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ARPO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
601 LEXINGTON AVENUE, 54TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/8/2020 |
(Street)
NEW YORK, NY 10022-4629
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/8/2020 | | X | | 21400 | A | $0.96 | 21400 | I | See Footnotes (1)(2) |
Common Stock | 12/8/2020 | | S | | 21400 | D | $1.96 (3) | 0 | I | See Footnotes (1)(2) |
Common Stock | | | | | | | | 5193946 | I | See Footnotes (2)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Stock Option (Right to Buy) | $0.96 | 12/8/2020 | | X | | | 21400 | (5) | 6/28/2029 | Common Stock | 21400 | $0 | 0 | I | See Footnotes (2)(5) |
Explanation of Responses: |
(1) | This shares are held by Chau Khuong ("Khuong"). OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of OrbiMed Capital GP V LLC ("GP V"), which is the general partner of OrbiMed Private Investments V, LP ("OPI V"). Pursuant to an agreement with OrbiMed Advisors and GP V, Khuong is obligated to transfer these securities, or the economic benefit thereof, to OrbiMed Advisors and GP V, which will in turn ensure that such securities or economic benefits are provided to OPI V. |
(2) | Each of the GP V, OrbiMed Advisors, and Khuong disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person, including the Reporting Persons, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
(3) | The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.94 to $2.00. The Reporting Persons |
(4) | These Shares are held of record by OPI V. By virtue of the relationships described in footnote 1, GP V and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI V and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, and Sven H. Borho, each of whom disclaims beneficial ownership of the Shares held by OPI V. |
(5) | This option was granted to Khuong on June 18, 2019 and vested on the first anniversary of the grant date. Pursuant to an agreement with OrbiMed Advisors and GP V, Khuong is obligated to transfer these securities, or the economic benefit thereof, to OrbiMed Advisors and GP V, which will in turn ensure that such securities or economic benefits are provided to OPI V. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK, NY 10022-4629 |
| X |
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OrbiMed Capital GP V LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK, NY 10022 |
| X |
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Signatures
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/s/ Douglas Coon, Chief Compliance Officer, OrbiMed Advisors LLC | | 12/9/2020 |
**Signature of Reporting Person | Date |
/s/ Douglas Coon, Chief Compliance Officer, OrbiMed Capital GP V LLC | | 12/9/2020 |
**Signature of Reporting Person | Date |
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