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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ORBIMED ADVISORS LLC 767 3RD AVENUE 30TH FLOOR NEW YORK, NY 10017 |
X | |||
ISALY SAMUEL D |
X | |||
ORBIMED CAPITAL LLC 767 THIRD AVENUE NEW YORK, NY 10017 |
X |
/s/ Samuel D. Isaly | 06/19/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Prior to the close of June 14, 2007, pursuant to the authority of OrbiMed Capital GP I LLC and OrbiMed Advisors LLC, under the respective investment advisory contracts and limited partnership or limited liability company agreements with or relating to, as the case may be, Caduceus Private Investments, LP ("Caduceus") and OrbiMed Associates LLC ("Associates") as more particularly referred to in Item 3 below, caused these clients to dispose of 825,408 and 17,096 Shares of the Issuer, respectively. This disposition represents a distribution by Caduceus and Associates of these securities to the limited partners in Caduceus and Associates. This distribution thus does not represent a change to the ultimate owners of the securities and may instead be viewed simply as a transfer into the hands of these ultimate owners. |
(2) | As of the close of business on June 14, 2007, Reporting Persons held 398,432 shares of common stock, on behalf of another person who has the right to receive or the power to direct the receipt of dividends from, or proceeds from sale of, such securities. UBS Juniper Crossover Fund, LLC ("Juniper") directly holds all of the 398,432 shares. OrbiMed Advisors LLC ("Advisors"), pursuant to its authority under its investment advisory contracts with Juniper, may be onsidered to hold indirectly those 398,432 shares of common stock. |
(3) | Advisors is a registered adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), that acts as an investment adviser to certain collective investment funds which hold Shares of the Issuer. OrbiMed Capital GP I LLC ("GP I") is an affiliate of Advisors having the same ownership and personnel, but is not a registered adviser under the Advisers Act. Samuel D. Isaly, a natural person, owns controlling interests in Advisors and GP I. Advisors acts as investment adviser to Juniper and Associates. GP I Acts as investment adviser to Caduceus. Pursuant to these agreements and relationships, Advisors and GP I have discretionary investment management authority with respect to the assets of Caduceus, Associates, and Juniper. Such authority includes the power to vote and otherwise dispose of securities purchased by Caduceus, Associates and Juniper. |
(4) | The Reporting Persons disclaim beneficial ownership of the these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
(5) | Between the acquisition of 825,408 Shares of the Issuer by Caduceus on July 14, 2005 and Caduceus' disposition of those shares on June 14, 2007, OrbiMed Capital LLC ("Capital") was replaced as Caduceus' investment adviser by GP I. This subsitution was a part of an internal reorganization, and Capital and GP I each have the same ownership and personnel. Therefore, while Capital was not technically involved in the June 14, 2007 disposition of Shares, it is listed as a Reporting Person due to its status as Reporting Person on the prior Form 4s filed on July 18, 2005 and August 22, 2005 with respect to CryoCor. |