Amended Statement of Ownership (sc 13g/a)
February 14 2013 - 1:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 2
3SBio Inc.
(Name of Issuer)
American Depository Shares
(Title of Class of Securities)
88575Y105
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 88575Y105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Advisors LLC
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 673,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 673,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
673,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 3.05%
12. Type of Reporting Person (See Instructions) IA
|
CUSIP No. 88575Y105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Capital LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 1,414,700
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 1,414,700
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,414,700
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.41%
12. Type of Reporting Person (See Instructions) IA
|
CUSIP No. 88575Y105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Samuel D. Isaly
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 2,088,300
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 2,088,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,088,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.46%
12. Type of Reporting Person (See Instructions) HC
|
Item 1. (a) Issuer: 3SBio Inc.
1. Address:
No. 3 A1, Road 10
Shenyang Economy & Technology Development Zone
Shenyang 110027
The People's Republic of China
Item 2. (a) Name of Person Filing:
OrbiMed Advisors LLC
OrbiMed Capital LLC
Samuel D. Isaly
(b) Address of Principal Business Offices:
601 Lexington Avenue, 54th Floor
New York, NY 10022
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
American Depository Shares
(e) CUSIP Number: 88575Y105
Item 3. OrbiMed Advisors LLC and OrbiMed Capital LLC are investment advisors in
accordance with ss.240.13d-1(b)(1)(ii)(E). Samuel D. Isaly is a control person
in accordance with ss.240.13d-1(b)(1)(ii)(G).
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each filing
separately
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Reporting persons are holding 9.46% (3.05% in the case of
OrbiMed Advisors LLC and 6.41% in the case of OrbiMed Capital LLC) of
the shares on behalf of other persons who have the right to
receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, such securities. No one such other person's
interest in the securities whose ownership is reported here relates
to more than five percent of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
Date: February 14, 2013
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
Title: Managing Member
|
OrbiMed Capital LLC
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
|
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G/A dated
February 14, 2013 (the "Schedule 13G/A"), with respect to the American
Depository Shares, each representing seven Ordinary Shares, par value of $.0001
per share, of 3SBio Inc. is filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, and that this Agreement shall be included as an
Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible
for the timely filing of the Schedule 13G/A, and for the completeness and
accuracy of the information concerning itself contained therein. This Agreement
may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 14th day of February 2013.
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
---------------------------
Name: Samuel D. Isaly
Title: Managing Member
|
OrbiMed Capital LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
|
Statement of Control Person
The Statement on this Schedule 13G/A dated February 14, 2013 with respect to
the American Depository Shares, each representing seven Ordinary Shares, par
value of $.0001 per share, of 3SBio Inc. is filed by Samuel D. Isaly in
accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k),respectively,
as control person (HC) of OrbiMed Advisors LLC and OrbiMed Capital LLC.
OrbiMed Advisors LLC and OrbiMed Capital LLC file this statement on Schedule
13G/A in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k),
respectively, as investment advisors (IA).
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