STDY Steadymed Ltd. - Ordinary Shares (delisted)

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Item 1.  Security and Issuer

 

This Amendment No. 4 (“ Amendment No. 4 ”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., and OrbiMed Capital GP VI LLC (the “ Statement ”) originally filed with the Securities and Exchange Commission (the “ SEC ”) on August 12, 2016 with Samuel D. Isaly as an additional reporting person, and amended by Amendment No. 1 thereto filed with the SEC on April 28, 2017, Amendment No. 2 thereto filed with the SEC on January 26, 2018 and Amendment No. 3 thereto filed with the SEC on May 1, 2018.  The Statement relates to the ordinary shares, nominal value NIS 0.01 per share (the “ Shares ”), of SteadyMed Ltd., an Israeli corporation (the “ Issuer ”), having its principal executive offices located at 5 Oppenheimer Street Rehovot 7670105, Israel. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

On August 30, 2018, the Issuer, United Therapeutics Corporation (“ United Therapeutics ”), and Daniel 24043 Acquisition Corp. Ltd., a wholly-owned subsidiary of United Therapeutics (the “ Merger Sub ”), completed the previously announced merger in which the Merger Sub merged with and into the Issuer, with the Issuer becoming a wholly-owned subsidiary of United Therapeutics and the surviving corporation (the “ Merger ”).

This Amendment No. 4 is being filed to report that in connection with the consummation of the Merger, each of OrbiMed Israel Partners II, LP (“ OIP II ”) and OrbiMed Private Investments VI, LP (“ OPI VI ”) have disposed of all of their securities in the Issuer and as a result the Reporting Persons have ceased to be the beneficial owner of more than 5% of the Shares.

  

Item 2. Identity and Background

 

(a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“ OrbiMed Advisors ”), OrbiMed Advisors Israel II Limited (“ OrbiMed Limited ”), OrbiMed Israel GP II, L.P. (“ OrbiMed Israel ”), and OrbiMed Capital GP VI 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 Limited, a corporation organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Limited has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed Israel, a limited partnership organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Israel 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, is the general partner of a limited partnership 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 Limited, OrbiMed Israel and OrbiMed Capital are set forth on Schedules I, II, III and IV, respectively, attached hereto.  Schedules I, II, III and IV 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

 

As described more fully in Item 5 below, this Amendment No. 4 relates to the disposition of Shares by the Reporting Persons. The Shares initially acquired by the Reporting Persons were acquired 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.

 

Item 5.  Interest in Securities of the Issuer

 

(a) — (b)  As a result of the Merger and the transactions described in Item 5(c), as of the date of this filing, each Reporting Person no longer, directly or indirectly, beneficially owns any Shares and, as such, each Reporting Person no longer has any voting or dispositive power over any Shares.

(c)

Seller	Date of Transaction	Transaction(1)	Number of Shares	Price Per Share
OPI VI	August 30, 2018	Purchase	55,000	$3.85
OIP II	August 30, 2018	Purchase	55,000	$3.85
OPI VI	August 30, 2018	Sold	2,123,098	$4.46(2)
OIP II	August 30, 2018	Sold	2,123,098	$4.46(2)
OPI VI	August 30, 2018	Sold	1,536,098(3)	$2.71
OIP II	August 30, 2018	Sold	1,536,098(3)	$2.71
OPI VI	August 30, 2018	Sold	348,500(3)	$2.33
OIP II	August 30, 2018	Sold	348,500(3)	$2.33

Except as disclosed in this Item 5, the Reporting Persons havet not effected any transactions during the past sixty (60) days in any Shares.

 

(d) Not applicable.

 

(e) As of August 30, 2018, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares.

 

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 Item 2 above, OrbiMed Capital is the sole general partner of   OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors is the sole managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital. As a result, OrbiMed Advisors and OrbiMed Capital 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.  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.   As a result of the Merger and the transactions described in Item 5, OPI VI no longer holds any Shares, and as such, OrbiMed Capital and OrbiMed Advisors no longer holds any Shares indirectly. 

 

 

OrbiMed Israel is the sole general partner of OIP II pursuant to the terms of the limited partnership agreement of OIP II, and OrbiMed Limited is the sole general partner of OrbiMed Israel pursuant to the terms of the limited partnership agreement of OrbiMed Israel. As a result, OrbiMed Israel and OrbiMed Limited share the power to direct the vote and disposition of the Shares held by OIP II, and both OrbiMed Israel and OrbiMed Limited may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OIP II. OrbiMed Limited exercises this investment power through an investment committee comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the Shares held by OIP II.  As a result of the Merger and the transactions described in Item 5, OIP II no longer holds any Shares, and as such, OrbiMed Israel and OrbiMed Limited no longer holds any Shares indirectly.  

Other than the agreements and the relationships mentioned above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.        

     

Item 7.  Material to Be Filed as Exhibits

 

 

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