If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
1
|
Names of Reporting Persons.
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
|
Source of Funds (See Instructions)
AF
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
o
|
6
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power
2,467,292
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
2,467,292
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,467,292
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|
o
|
13
|
Percent of Class Represented by Amount in Row (11)
6.8%*
|
14
|
Type of Reporting Person (See Instructions)
IA
|
|
|
|
|
|
* This percentage is calculated based upon 36,348,986 shares of common
stock outstanding of ORIC Pharmaceuticals, Inc. (the “Issuer”), as reported by Bloomberg L.P. on March 19, 2021.
1
|
Names of Reporting Persons.
OrbiMed Capital GP VI LLC
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
AF
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
|
6
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power
2,467,292
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
2,467,292
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,467,292
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
13
|
Percent of Class Represented by Amount in Row (11)
6.8%*
|
14
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
* This percentage is calculated based upon 36,348,986 shares of common
stock outstanding of ORIC Pharmaceuticals, Inc. (the “Issuer”), as reported by Bloomberg L.P. on March 19, 2021.
CUSIP No. 68622P 109
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|
|
|
|
|
|
|
|
1
|
Names of Reporting Persons.
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
|
Source of Funds (See Instructions)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
o
|
|
6
|
Citizenship or Place of Organization
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
139,394
|
|
8
|
Shared Voting Power
0
|
|
9
|
Sole Dispositive Power
139,394
|
|
10
|
Shared Dispositive Power
0
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
139,394
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|
o
|
|
13
|
Percent of Class Represented by Amount in Row (11)
0.4%*
|
|
14
|
Type of Reporting Person (See Instructions)
IA
|
|
|
|
|
|
|
|
|
|
* This percentage is calculated based upon 36,348,986 shares
of common stock outstanding of ORIC Pharmaceuticals, Inc. (the “Issuer”), as reported by Bloomberg L.P. on March
19, 2021.
Item 1. Security and Issuer
This Amendment No. 2 (“Amendment
No. 2”) to Schedule 13D supplements and amends the statement on Schedule 13D (the “Statement”) filed
by OrbiMed Advisors LLC, OrbiMed Capital GP VI LLC, and OrbiMed Capital LLC originally filed with the Securities and Exchange Commission
(the “SEC”) on May 1, 2020, as amended by Amendment No. 1 filed with the SEC on November 18, 2020. The Statement
relates to the common stock, par value $0.0001 per share (the “Shares”)
of ORIC Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Issuer”), with its principal
executive offices located at 240 E. Grand Ave, 2nd Floor, South San Francisco, California 94080. The Shares are
listed on the NASDAQ Global Select Market under the ticker symbol “ORIC”. Information given in response to each item
shall be deemed incorporated by reference in all other items, as applicable.
This Amendment No. 2 is
being filed to report that the beneficial ownership of outstanding Shares held by the Reporting Persons was reduced by more than
1% since the last filing following the transactions described in Item 5(c) below.
Item 2. Identity and Background
(a) This Schedule 13D is
being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Capital GP VI LLC (“OrbiMed GP”),
and OrbiMed Capital LLC (“OrbiMed Capital”) (collectively, the “Reporting Persons”).
(b) — (c),
(f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under
the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly
described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New
York 10022.
OrbiMed GP, a limited liability company organized
under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below.
OrbiMed GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Capital, a limited
liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of
1940, as amended, is the investment adviser of certain entities as more particularly described in Item 6 below. OrbiMed Capital
has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
The directors and executive
officers of OrbiMed Advisors, OrbiMed Capital, and OrbiMed GP are set forth on Schedules I, II, and III, respectively, attached
hereto. Schedules I, II and III set forth the following information with respect to each such person:
(i) name;
(ii) business
address;
(iii) present
principal occupation of employment and the name, principal business and address of any corporation or other organization in which
such employment is conducted; and
(iv) citizenship.
(d) — (e) During
the last five years, neither the Reporting Persons nor any Person named in Schedules I through IV has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not
applicable.
Item 4. Purpose of Transaction
The Shares were initially
acquired by the Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring
control of the Issuer’s business on behalf of the Reporting Persons’ respective advisory clients.
The Reporting Persons from
time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business,
financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general
and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.
Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate
in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the
Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of
the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors,
the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise
acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Schedule 13D, the
Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the
board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change
in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument
corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class
of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar
to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) — (b) The
following disclosure is based upon 36,348,986 outstanding Shares of the Issuer, as reported by Bloomberg L.P. on March 19, 2021.
As of the date of this
filing, OrbiMed Private Investments VI, LP (“OPI VI”), a limited partnership organized under the laws of Delaware,
holds 2,467,292 Shares constituting approximately 6.8% of the issued and outstanding Shares. OrbiMed GP is the general partner
of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors is the managing member of
OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors
and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VI and may be deemed directly or indirectly,
including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI. OrbiMed Advisors
exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan
T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI VI.
In addition, OrbiMed Advisors
and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OPI VI, caused OPI VI to enter into the
agreements referred to in Item 6 below.
As of the date of this filing, The Biotech Growth
Trust PLC (“BIOG”), a publicly-listed investment trust organized under the laws of England, holds 139,394 Shares
constituting approximately 0.4% of the issued and outstanding Shares. OrbiMed Capital is the investment advisor of BIOG.
As a result, OrbiMed Capital has the power to direct the vote and disposition of the Shares held by BIOG and may be deemed directly
or indirectly, including by reason of mutual affiliation, to be the beneficial owner of the Shares held by BIOG. OrbiMed
Capital disclaims any beneficial ownership over the shares of the other Reporting Persons. OrbiMed Capital exercises this
investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein,
each of whom disclaims beneficial ownership of the Shares held by BIOG.
(c)
Seller
|
Date of Transaction
|
Transaction
|
Number of Shares
|
Price Per Share
|
OPI VI
|
March 11, 2021
|
Sold
|
58,551
|
$33.04
|
BIOG
|
March 11, 2021
|
Sold
|
3,307
|
$33.04
|
OPI VI
|
March 12, 2021
|
Sold
|
90,521
|
$30.29
|
BIOG
|
March 12, 2021
|
Sold
|
5,113
|
$30.29
|
OPI VI
|
March 15, 2021
|
Sold
|
89,210
|
$29.14
|
BIOG
|
March 15, 2021
|
Sold
|
5,039
|
$29.14
|
OPI VI
|
March 16, 2021
|
Sold
|
41,353
|
$27.72
|
BIOG
|
March 16, 2021
|
Sold
|
2,336
|
$27.72
|
OPI VI
|
March 17, 2021
|
Sold
|
18,790
|
$28.43
|
BIOG
|
March 17, 2021
|
Sold
|
1,061
|
$28.43
|
Except as disclosed above,
none of the Reporting Persons has effected any transactions during the past sixty (60) days in any Shares. The Shares disclosed
above were sold pursuant to a 10b5-1 plan.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI VI, pursuant to the terms
of the limited partnership agreement of OPI VI. Pursuant to this agreement and relationship, OrbiMed GP has discretionary
investment management authority with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose
of securities held by OPI VI. The number of outstanding Shares of the Issuer attributable to OPI VI is 2,467,292. OrbiMed
GP, pursuant to its authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 2,467,292
Shares.
OrbiMed Advisors is the
managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to these
agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to
the assets of OPI VI. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by
OPI VI. The number of outstanding Shares attributable to OPI VI is 2,467,292 Shares. OrbiMed Advisors, pursuant to
its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly
2,467,292 Shares.
OrbiMed Capital is the
investment advisor to BIOG. OrbiMed Capital may be deemed to have voting and investment power over the securities held by BIOG.
Such authority includes the power of OrbiMed Capital to vote and otherwise dispose of securities held by BIOG. The number
of outstanding Shares attributable to BIOG is 139,394 Shares. OrbiMed Capital, as the investment advisor to BIOG, may also be considered
to hold indirectly 139,394 Shares.
Carl Gordon (“Gordon”),
a member of OrbiMed Advisors, is a member of the Board of Directors of the Issuer and, accordingly, OrbiMed Advisors and OrbiMed
GP may have the ability to affect and influence control of the Issuer. From time to time, Gordon may receive stock options or other
awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee directors. Pursuant
to an agreement with OrbiMed Advisors and OrbiMed GP, Gordon is obligated to transfer any securities issued under any such stock
options or other awards, or the economic benefit thereof, to OrbiMed Advisors and OrbiMed GP, which will in turn ensure that such
securities or economic benefits are provided to OPI VI.
Investors’ Rights Agreement
In addition, OPI
VI and certain other stockholders of the Issuer entered into an amended and restated investors’ rights with the Issuer (the
“Investors’ Rights Agreement”), dated as of June 4, 2019. Pursuant to the Investors’ Rights Agreement
and subject to the terms and conditions therein, the parties agreed that:
Registration Rights
Following
the closing of the IPO, the holders of a certain number of Shares, or their transferees, will be entitled to the registration rights
set forth below with respect to registration of the resale of such shares under the Securities Act of 1933, as amended (the “Securities
Act”) pursuant to the Investors’ Rights Agreement.
Demand Registration Rights
At any time beginning
after 180 days following the IPO, the holders of at least 50% of the registrable securities then outstanding of the Issuer may
make a written request that the Issuer register some or all of their registrable securities, subject to certain specified conditions
and exceptions, including that the aggregated gross offering price of such offering must exceed $10 million. The Issuer is required
to use commercially reasonable efforts to effect the registration and will pay all registration expenses, subject to specified
exceptions, related to any demand registration. The Issuer is not obligated to effect more than two of these registrations.
Piggyback Registration Rights
Whenever
the Issuer proposes to file a registration statement under the Securities Act, other than with respect to (1) a demand registration
or a registration statement Form S-3, (2) a registration related to any employee benefit plan or a corporate reorganization or
other transaction covered by Rule 145 promulgated under the Securities Act, (3) a registration relating to the offer and sale of
debt securities or (4) a registration on any registration form that does not permit secondary sales, we will be entitled to notice
of the registration and have the right, subject to limitations that the underwriters may impose on the number of Shares included
in the registration, to include our Shares in the registration.
Form S-3 Registration Rights
Pursuant to the Investors’
Rights Agreement, at any time after the Issuer is qualified to file a registration statement on Form S-3 under the Securities Act,
and subject to limitations and conditions specified in the Investors Rights Agreement, holders of the registrable securities then
outstanding make a written request that the Issuer prepare and file a registration statement on Form S-3 covering their Shares,
so long as the aggregate price to the public equal or exceeds $1,000,000. The Issuer is not obligated to effect more than two of
these Form S-3 registrations in any 12-month period.
The foregoing description
of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Investors’ Rights Agreement, which is filed as Exhibit 2 and incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC, and OrbiMed Capital GP VI LLC.
|
2.
|
Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated as of June 4, 2019 (incorporated by reference to Exhibit 4.1 to the Issuer’s Registration Statement on Form S-1 (SEC 333-236792), filed with the SEC on February 28, 2020).
|
Signature
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: March 19, 2021
|
ORBIMED ADVISORS LLC
|
|
|
|
|
|
|
|
|
|
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By:
|
/s/ Carl L. Gordon
|
|
|
|
Name: Carl L. Gordon
|
|
|
|
Title: Member
|
|
|
|
|
|
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ORBIMED CAPITAL GP VI LLC
|
|
|
|
|
|
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By:
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ORBIMED ADVISORS LLC, its managing member
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Name: Carl L. Gordon
|
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
ORBIMED CAPITAL LLC
|
|
|
|
|
|
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By:
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/s/ Carl L. Gordon
|
|
|
|
Name: Carl L. Gordon
|
|
|
|
Title: Member
|
|
SCHEDULE I
The
names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below.
Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th
Floor, New York, NY 10022.
Name
|
Position with Reporting Person
|
Principal Occupation
|
|
|
|
|
|
|
Carl L. Gordon
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Sven H. Borho
German and Swedish Citizen
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Jonathan T. Silverstein
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
W. Carter Neild
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Geoffrey C. Hsu
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
C. Scotland Stevens
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
David P. Bonita
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Trey Block
|
Chief Financial Officer
|
Chief Financial Officer
OrbiMed Advisors LLC
|
SCHEDULE II
The
names and present principal occupations of each of the executive officers and directors of OrbiMed Capital LLC are set forth below.
Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th
Floor, New York, NY 10022.
Name
|
Position with Reporting Person
|
Principal Occupation
|
|
|
|
|
|
|
Carl L. Gordon
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
Sven H. Borho
German and Swedish Citizen
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
Jonathan T. Silverstein
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
W. Carter Neild
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
Geoffrey C. Hsu
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
C. Scotland Stevens
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
David P. Bonita
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
Trey Block
|
Chief Financial Officer
|
Chief Financial Officer
OrbiMed Capital LLC
|
SCHEDULE III
The business
and operations of OrbiMed Capital GP VI LLC are managed by the executive officers and directors of its managing member, OrbiMed
Advisors LLC, set forth in Schedule I attached hereto.
EXHIBIT INDEX
Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC, and OrbiMed Capital GP VI LLC.
|
2.
|
Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated as of June 4, 2019 (incorporated by reference to Exhibit 4.1 to the Issuer’s Registration Statement on Form S-1 (SEC 333-236792), filed with the SEC on February 28, 2020).
|