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
1,743,950
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
1,743,950
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,743,950
|
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)
3.6%*
|
14
|
Type of Reporting Person (See Instructions)
IA
|
|
|
|
|
|
* This percentage is calculated based upon 48,979,903 shares of common stock
outstanding of Turning Point Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Form 10-K filed
with the Securities and Exchange Commission (“SEC”) on March 1, 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
1,743,950
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
1,743,950
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,743,950
|
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)
3.6%*
|
14
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
* This percentage is calculated based upon 48,979,903 shares of common stock
outstanding of Turning Point Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Form 10-K filed
with the Securities and Exchange Commission (“SEC”) on March 1, 2021.
CUSIP No. 90041T108
|
|
|
|
|
|
|
|
|
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
617,377
|
|
8
|
Shared Voting Power
0
|
|
9
|
Sole Dispositive Power
617,377
|
|
10
|
Shared Dispositive Power
0
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
617,377
|
|
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)
1.3%*
|
|
14
|
Type of Reporting Person (See Instructions)
IA
|
|
|
|
|
|
|
|
|
|
* This percentage is calculated based upon 48,979,903 shares of common stock
outstanding of Turning Point Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Form 10-K filed
with the Securities and Exchange Commission (“SEC”) on March 1, 2021.
Item 1. Security and Issuer
This Amendment No. 2 (“Amendment
No. 2”) to Schedule 13D (the “Statement”) supplements and amends the Statement on Schedule 13D of OrbiMed
Advisors LLC, OrbiMed Capital GP VI LLC, and OrbiMed Capital LLC originally filed with the Securities and Exchange Commission (the “SEC”)
on April 24, 2019, as amended by Amendment No. 1 filed with the SEC on May 22, 2020. The Statement relates to the common stock, par
value $0.0001 per share (the “Shares”) of Turning Point Therapeutics, Inc., a corporation organized under the
laws of Delaware (the “Issuer”), with its principal executive offices located at 10628 Science Center Drive, Suite
225, San Diego, California 92121. The Shares are listed on the NASDAQ Global Select Market under the ticker symbol “TPTX”.
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 the outstanding Shares held by the Reporting Persons was reduced by more than 1% since
the last filing, and the Reporting Person ceased to own more than 5% of the Shares, 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 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
This statement relates to the
acquisition of Shares by the Reporting Persons. The Shares 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.
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 48,979,093 outstanding Shares of the Issuer, as set forth in the Issuer’s Form 10-K filed with the Securities
and Exchange Commission on March 1, 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 1,743,950
Shares constituting approximately 3.6% 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, Worldwide Healthcare
Trust PLC (“WWH”), a publicly-listed investment trust organized under the laws of England, holds 362,500 Shares constituting
approximately 0.7% of the issued and outstanding Shares. OrbiMed Capital is the investment advisor of WWH. As a result, OrbiMed
Capital has the power to direct the vote and disposition of the Shares held by WWH and may be deemed directly or indirectly, including
by reason of mutual affiliation, to be the beneficial owner of the Shares held by WWH. 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 WWH.
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 254,877 Shares constituting
approximately 0.5% 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
|
BIOG
|
2/5/2021
|
Sold
|
3,200
|
$134.17
|
OPI6
|
2/5/2021
|
Sold
|
22,200
|
$134.17
|
WWH
|
2/5/2021
|
Sold
|
4,600
|
$134.17
|
BIOG
|
2/8/2021
|
Sold
|
2,900
|
$139.37
|
OPI6
|
2/8/2021
|
Sold
|
20,000
|
$139.37
|
WWH
|
2/8/2021
|
Sold
|
4,100
|
$139.37
|
BIOG
|
2/11/2021
|
Sold
|
1,500
|
$137.06
|
OPI6
|
2/11/2021
|
Sold
|
9,900
|
$137.06
|
WWH
|
2/11/2021
|
Sold
|
2,100
|
$137.06
|
BIOG
|
2/12/2021
|
Sold
|
632
|
$136.11
|
OPI6
|
2/12/2021
|
Sold
|
4,400
|
$136.11
|
WWH
|
2/12/2021
|
Sold
|
900
|
$136.11
|
BIOG
|
2/19/2021
|
Sold
|
5,000
|
$122.59
|
OPI6
|
2/19/2021
|
Sold
|
34,100
|
$122.59
|
WWH
|
2/19/2021
|
Sold
|
7,000
|
$122.59
|
BIOG
|
2/22/2021
|
Sold
|
462
|
$122.17
|
OPI6
|
2/22/2021
|
Sold
|
3,700
|
$122.17
|
WWH
|
2/22/2021
|
Sold
|
800
|
$122.17
|
BIOG
|
3/1/2021
|
Sold
|
306
|
$120.04
|
OPI6
|
3/1/2021
|
Sold
|
1,800
|
$120.04
|
WWH
|
3/1/2021
|
Sold
|
400
|
$120.04
|
Except as disclosed above, the
Reporting Persons have not effected any transactions during the past sixty (60) days in any Shares.
(d) Not applicable.
(e) As of March 1, 2021, the Reporting
Persons ceased to own 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 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 1,743,950. OrbiMed GP, pursuant to its
authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 1,743,950 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 1,743,950 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 1,743,950 Shares.
OrbiMed Capital is the investment
advisor to WWH and BIOG. OrbiMed Capital may be deemed to have voting and investment power over the securities held by WWH and BIOG. Such
authority includes the power of OrbiMed Capital to vote and otherwise dispose of securities held by WWH and BIOG. The number of
outstanding Shares attributable to WWH is 362,500 Shares and to BIOG is 254,877 Shares. OrbiMed Capital, as the Investment Advisor
to WWH and BIOG, may also be considered to hold indirectly 617,377 Shares.
Investor Rights Agreement
In addition, OPI VI and
certain other stockholders of the Issuer entered into an amended and restated investor rights with the Issuer (the “Investor
Rights Agreement”), dated as of October 18, 2018. Pursuant to the Registration 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 or
six months following the date of the underwriting agreement of the IPO, the holders of at least a majority 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. The Issuer is required to use commercially reasonable efforts to effect the registration
and will pay all registration expenses, other than underwriting discounts and commissions, 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, including a registration statement on Form S-3 as
discussed below, other than with respect to a demand registration or a registration statement on Forms S-4 or S-8, 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 Investor
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, a holder may 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 Investor Rights Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor 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.
|
Investor Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of October 18, 2018 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC 333-230428), filed with the SEC on March 21, 2019).
|
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: April 7, 2021
|
ORBIMED ADVISORS LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jonathan Silverstein
|
|
|
|
Name: Jonathan Silverstein
|
|
|
|
Title: Member
|
|
|
|
|
|
|
ORBIMED CAPITAL GP VI LLC
|
|
|
|
|
|
|
By:
|
ORBIMED ADVISORS LLC, its managing member
|
|
|
|
|
|
By:
|
/s/ Jonathan Silverstein
|
|
|
|
Jonathan Silverstein
|
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
ORBIMED CAPITAL LLC
|
|
|
|
|
|
|
By:
|
/s/ Jonathan Silverstein
|
|
|
|
Jonathan Silverstein
|
|
|
|
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.
|
Investor Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of October 18, 2018 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC 333-230428), filed with the SEC on March 21, 2019).
|