Statement of Changes in Beneficial Ownership (4)
October 06 2020 - 5:28PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
ORBIMED ADVISORS LLC |
2. Issuer Name and Ticker or Trading Symbol
Arcutis Biotherapeutics, Inc.
[
ARQT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
601 LEXINGTON AVENUE, 54TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/2/2020 |
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(Street)
NEW YORK, NY 10022-4629
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 10/2/2020 | | P | | 200000 (1) | A | $25.00 | 4267564 | I | See Footnotes (2)(3) |
| Common Stock | 10/2/2020 | | P | | 296000 (1) | A | $25.00 | 902286 | I | See Footnotes (3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | These shares of the Issuer's common stock ("Shares") were purchased in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. |
| (2) | The Shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP VII") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP VII. OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VII and may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment 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 VII. |
| (3) | This report on Form 4 is filed by OrbiMed Advisors, OrbiMed GP VII, and OrbiMed Capital LLC ("OrbiMed Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons have designated Jonathan Silverstein to serve on the Issuer's board of directors. |
| (4) | The Shares are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital is the investment manager of OPM and is a relying advisor of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment 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 OPM. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY 10022-4629 | X | X |
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ORBIMED CAPITAL LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY 10022 | X | X |
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OrbiMed Capital GP VII LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY 10022 | X | X |
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Signatures
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| /s/ Jonathan Silverstein, Member of OrbiMed Advisors LLC | | 10/6/2020 |
| **Signature of Reporting Person | Date |
| /s/ Jonathan Silverstein, Member of OrbiMed Capital LLC | | 10/6/2020 |
| **Signature of Reporting Person | Date |
| /s/ Jonathan Silverstein, Member of OrbiMed Capital GP VII LLC | | 10/6/2020 |
| **Signature of Reporting Person | Date |
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