4//SEC Filing
PHARAMAW HEALTH 4
Accession 0000947871-04-001072
CIK 0001062216other
Filed
Apr 11, 8:00 PM ET
Accepted
Apr 12, 4:35 PM ET
Size
17.9 KB
Accession
0000947871-04-001072
Insider Transaction Report
Form 4
ORBIMED ADVISORS LLC
Director
Transactions
- Conversion
Common Stock
2004-04-08+1,006,280→ 1,006,280 total(indirect: See) - Conversion
Series C Preferred Stock
2004-04-08−2,000,000→ 0 total(indirect: See)→ Common Stock (711,706 underlying) - Conversion
Series D Preferred Stock
2004-04-08−883,722→ 0 total(indirect: See)→ Common Stock (294,574 underlying)
Footnotes (4)
- [F1]Preferred Stock automatically converted to common stock upon closing of the initial public offering of Memory Pharmaceuticals common stock. Each share of Series C preferred stock converted into 0.3559 shares of common stock and each share of Series D preferred stock converted into 0.3333 shares of common stock.
- [F2]Reporting Persons held 2,883,722 preferred shares, which on the date of the Closing, converted into 1,006,280 shares of common stock, on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from sale of, such securities. Of the 1,006,280 shares, Eaton Vance Worldwide Health Sciences Portfolio ("Eaton") and Pinsbury Worldwide Pharmaceutical Trust ("Pinsbury") each directly hold 289,632 shares, and PharmaW health ("Pharma") di rectly holds 427,080 shares. OrbiMed Advisors LLC ("Advisors"), pursuant to its authority under its investment advisory contracts with Eaton and Pharma, may be considered to hold indirectly 716,712 shares of common stock and OrbiMed Capital LLC ("Capital"), pursuant to its authority under its advisory contract Pinsbury, may be considered to hold indirectly 289,632 shares of common stock.
- [F3]Advisors and Capital are registered advisers, under the Investment Advisers Act of 1940, as amended, that act as investment advisers to certain collective investment funds which hold Shares of the Issuer. Samuel D. Isaly, a natural person, owns controlling interest in Advisors and Capital. Advisors acts as investment adviser to Eaton and Pharma. Capital acts as investment adviser to Pinsbury. Pursuant to these agreements and relationships, Advisors and Capital have discretionary investment m a nagement authority with respect to the assets of Eaton, P harma and Pinsbury. Such authority includes the power to vote and otherwise dispose of securities purchased by Eaton, Pharma and Pinsbury. The Reporting Persons may be deemed to be a director of the issuer by virtue of their having nominated a representative to serve on the issuer's board of directors. Michael Sheffery currently serves as the Reporting Persons' representative on the issuer's board.
- [F4]The Reporting Persons disclaim beneficial ownership of 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.
Documents
Issuer
MEMORY PHARMACEUTICALS CORP
CIK 0001062216
Entity typeother
IncorporatedLuxembourg
Related Parties
1- filerCIK 0001284419
Filing Metadata
- Form type
- 4
- Filed
- Apr 11, 8:00 PM ET
- Accepted
- Apr 12, 4:35 PM ET
- Size
- 17.9 KB