Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 12:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Puma Biotechnology, Inc.
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(Name of Issuer)
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Common
Stock, Par Value $0.0001 Per Share
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(Title of Class of Securities)
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74587V107
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(CUSIP Number)
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December
31, 2019
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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:
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. 74587V107
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SCHEDULE 13G/A
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Page 2
of 8 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
0
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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
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0.0%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP
No. 74587V107
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SCHEDULE 13G/A
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Page 3
of 8 Pages
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1
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NAME OF REPORTING PERSONS
OrbiMed Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3
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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
0
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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
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0.00%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 74587V107
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SCHEDULE 13G/A
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Page
4 of 8 Pages
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Item 1.
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(a) Name of Issuer:
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Puma Biotechnology, Inc.
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(b) Address of Issuer’s Principal
Executive Offices:
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10880 Wilshire Boulevard, Suite 2150
Los Angeles, California 90024
Item 2.
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(a) Name of Person Filing:
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OrbiMed
Advisors LLC
OrbiMed Capital LLC
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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 page for each Reporting Person.
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(d) Title of Class of Securities:
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Common
Stock, Par Value $0.0001 Per Share
74587V107
CUSIP No. 74587V107
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SCHEDULE 13G/A
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Page 5
of 8 Pages
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Item
3.
OrbiMed Advisors LLC ("Advisors") and OrbiMed Capital LLC ("Capital") are investment advisors in accordance with
ss.240.13d-1(b)(1)(ii)(E).
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CUSIP No. 74587V107
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SCHEDULE 13G/A
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Page
6 of 8 Pages
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Item
4. Ownership:
Information
with respect to the Reporting Person’s ownership as of December 31, 2019 is incorporated by reference to items (5)
- (9) and (11) of the cover page for the Reporting Person.
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 five percent of the class of securities, check the following [X].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person.
Reporting persons are holding 0.00% of the shares in the
aggregate 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. Advisors and Capital exercise investment and voting power over the shares
through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims
beneficial ownership of the Common Stock reported herein. Advisors disclaims beneficial ownership of the shares held indirectly by Capital, and Capital disclaims
beneficial ownership of the shares held indirectly by Advisors.
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.
CUSIP No. 74587V107
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SCHEDULE 13G/A
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Page 7
of 8 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 14, 2020
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OrbiMed Advisors LLC
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By:
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/s/ Jonathan T. Silverstein
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Name:
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Jonathan T. Silverstein
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Title:
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Member
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By:
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/s/ Sven H. Borho
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Name:
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Sven H. Borho
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Title:
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Member
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member
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OrbiMed Capital LLC
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By:
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/s/ Jonathan T. Silverstein
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Name:
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Jonathan T. Silverstein
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Title:
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Member
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By:
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/s/ Sven H. Borho
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Name:
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Sven H. Borho
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Title:
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Member
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member
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CUSIP No. 74587V107
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SCHEDULE 13G/A
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Page 8
of 8 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the
Statement on this Schedule 13G/A dated February 14, 2020 (the "Schedule 13G/A"), with respect to the Common Stock, par value
$0.0001 per share, of Puma Biotechnology, 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 14, 2020.
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OrbiMed Advisors LLC
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By:
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/s/ Jonathan T. Silverstein
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Name:
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Jonathan T. Silverstein
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Title:
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Member
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By:
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/s/ Sven H. Borho
|
|
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Name:
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Sven H. Borho
|
|
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Title:
|
Member
|
|
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member
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OrbiMed Capital LLC
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By:
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/s/ Jonathan T. Silverstein
|
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Name:
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Jonathan T. Silverstein
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Title:
|
Member
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By:
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/s/ Sven H. Borho
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Name:
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Sven H. Borho
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Title:
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Member
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member
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