| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
9 METERS BIOPHARMA, INC. [ NMTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/04/2020 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/30/2020 | A | 18,930,255(1) | A | (1) | 18,930,255 | I | See Footnotes(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | (4) | 05/04/2020 | P | 67,865 | 05/04/2020 | (4) | Common Stock | 6,786,500 | $0 | 6,786,500 | I | See Footnotes(2)(3) | |||
| Series A Convertible Preferred Stock | (5) | 05/04/2020 | P | 67,865 | 05/04/2020 | 05/04/2025 | Common Stock | 6,786,500 | (5) | 6,786,500 | I | See Footnotes(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Received in exchange for shares of RDD Pharma Ltd. in connection with the in the merger of RDD Pharma Ltd. into a wholly-owned subsidiary of the Issuer in accordance with the terms of an Agreement and Plan of Merger and Reorganization, dated as of October 6, 2019, as amended on December 17, 2019 (the "Merger"). |
| 2. These shares of the Issuer's common stock are held of record by OrbiMed Israel Partners Limited Partnership ("OIP"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP, and OrbiMed Israel GP Ltd. ("OrbiMed Israel GP") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed BioFund and OrbiMed Israel GP may be deemed to have voting and investment power with respect to the shares held directly by OIP noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Israel GP exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP. |
| 3. This report is being jointly filed by OrbiMed BioFund. and OrbiMed Israel GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 4. The purchase price of the Series A Convertible Preferred Stock was $58.94 per share. The Series A Preferred Stock is convertible into Common Stock upon stockholder approval on a 1-for-100 basis, with no expiration date. |
| 5. The purchase price of the warrant was included with the purchase price of the Series A Convertible Preferred Stock. The Series A Preferred Warrant is convertible into Series A Preferred Stock on a 1-for-1 basis. |
| Remarks: |
| This Form 4 amends and restates the Form 4 filed by the Reporting Persons on May 4, 2020 (the "Original Form 4"). The Reporting Persons' Form 3 filed on May 4, 2020 (the "Form 3") reported ownership of 16,986,521 shares of the Issuer's common stock acquired in the Merger. These shares of the Issuer's common should have been omitted from the Form 3 and reported instead on the Reporting Persons' Original Form 4. The common stock entry in the Form 3 should be disregarded because the Reporting Persons owned no equity securities of the Issuer before becoming subject to Section 16. In addition to reporting the 16,986,521 shares originally reported on the Form 3, this amended and restated Form 4 reports the acquisition of an additional 1,943,734 shares issued to the Reporting Persons in the Merger that were held in escrow (the "Escrowed Shares") on behalf of the Reporting Persons. In addition, on October 30, 2021, the Reporting Persons erroneously filed a Form 4 reporting the release of the Escrowed Shares. The release of the Escrowed Shares was not a reportable transaction and the October 30, 2021 Form 4 should be treated as withdrawn. |
| /s/ Douglas Coon, Chief Compliance Officer, OrbiMed Advisors LLC | 03/19/2021 | |
| /s/ Douglas Coon, Chief Compliance Officer, OrbiMed Capital GP VI LLC | 03/19/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||