CUSIP No. 87166L100
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1
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NAME OF REPORTING PERSON
OrbiMed Advisors LLC |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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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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7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
2,029,996
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9
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SOLE DISPOSITIVE POWER
0 |
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10
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SHARED DISPOSITIVE POWER
2,029,996
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,029,996
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.48%* |
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14
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TYPE OF REPORTING PERSON (See Instructions)
IA |
CUSIP No. 87166L100
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Page 3 of 13 Pages
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1
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NAME OF REPORTING PERSON
OrbiMed Capital GP VI LLC |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
|
|||
3
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SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
AF |
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
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6
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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
2,029,996
|
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
2,029,996
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,029,996
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.48%* |
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO |
Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
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Item 7.
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Materials to Be Filed as Exhibits
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Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC, and OrbiMed Capital GP VI LLC.
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2.
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Form of Lock-Up Agreement.
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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 of OrbiMed Advisors LLC
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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 of OrbiMed Advisors LLC
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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 of OrbiMed Advisors LLC
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OrbiMed Capital GP VI LLC
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By:
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OrbiMed Advisors LLC
its managing member |
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By:
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/s/ Jonathan T. Silverstein
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Name:
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/s/ Jonathan T. Silverstein
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Title:
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Member of OrbiMed Advisors LLC
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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 of OrbiMed Advisors LLC
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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 of OrbiMed Advisors LLC
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Name
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Position with Reporting
Person |
Principal Occupation
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Samuel D. Isaly
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Managing Member
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Managing Member
OrbiMed Advisors LLC |
Carl L. Gordon
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Member
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Member
OrbiMed Advisors LLC |
Sven H. Borho
German and Swedish Citizen |
Member
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Member
OrbiMed Advisors LLC |
Jonathan T. Silverstein
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Member
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Member
OrbiMed Advisors LLC |
W. Carter Neild
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Member
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Member
OrbiMed Advisors LLC |
Geoffrey C. Hsu
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Member
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Member
OrbiMed Advisors LLC |
Evan D. Sotiriou
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Chief Financial Officer
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Chief Financial Officer
OrbiMed Advisors LLC |
Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC, and OrbiMed Capital GP VI LLC.
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2.
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Form of Lock-Up Agreement.
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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 of OrbiMed Advisors LLC
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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 of OrbiMed Advisors LLC
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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 of OrbiMed Advisors LLC
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OrbiMed Capital GP VI LLC
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By:
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OrbiMed Advisors LLC
its managing member |
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By:
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/s/ Jonathan T. Silverstein
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Name:
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/s/ Jonathan T. Silverstein
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Title:
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Member of OrbiMed Advisors LLC
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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 of OrbiMed Advisors LLC
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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 of OrbiMed Advisors LLC
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(i) |
as a bona fide gift or gifts;
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(ii) |
to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);
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(iii) |
as a distribution or other transfer by a partnership to its partners or former partners or by a limited liability company to its members or retired members or by a corporation to its stockholders or former stockholders or to any wholly-owned subsidiary of such corporation;
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(iv) |
to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned;
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(v) |
pursuant to a qualified domestic relations order or in connection with a divorce settlement;
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(vi) |
by will or intestate succession upon the death of the undersigned; or
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(vii) |
to the Company in satisfaction of any tax withholding obligation.
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Very truly yours,
________________________________________
Name of Security Holder (Print exact name)
By:________________________________________
Signature
If not signing in an individual capacity:
________________________________________
Name of Authorized Signatory (Print)
________________________________________
Title of Authorized Signatory (Print)
(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)
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