Insider filing report for Changes in Beneficial Ownership
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- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 2)
Under
the Securities Exchange Act of 1934
Biodel
Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
09064M105
(CUSIP
Number)
OrbiMed
Advisors LLC
OrbiMed
Capital GP II LLC
Samuel
D. Isaly
767
Third Avenue
New
York, NY 10017
Telephone: (212)
739-6400
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
Copy
to:
Nathan
J. Greene, Esq.
Shearman
& Sterling LLP
599
Lexington Avenue
New
York, New York 10022
Telephone: (212)
848-4000
June 30,
2009
(Date of
Event Which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because
§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.
Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7(b) for other parties to
whom copies are to be sent.
*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 disclosures provided in a prior cover
page.
The information required on 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 (the “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).
SCHEDULE
13D/A
|
CUSIP
No. 09064M105
|
Page 3
of 15 Pages
|
|
1
|
NAME 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)
o
(b)
o
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
|
8
|
SHARED
VOTING POWER
123,007
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
123,007
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,007
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.519%
|
|||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IA
|
|||
SCHEDULE
13D/A
|
CUSIP
No. 09064M105
|
Page 4
of 15 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
OrbiMed
Capital GP II LLC
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
|
8
|
SHARED
VOTING POWER
1,062,586
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
1,062,586
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,062,586
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.479%
|
|||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
|||
SCHEDULE
13D/A
|
CUSIP
No. 09064M105
|
Page 5
of 15 Pages
|
|
1
|
NAME 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)
o
(b)
o
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
|
8
|
SHARED
VOTING POWER
1,185,593
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
1,185,593
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,185,593
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.998%
|
|||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
|||
|
Item
1.
|
Security
and Issuer.
|
The class
of equity securities to which this Statement on Schedule 13D relates is the
Common Stock (the “Shares”) of Biodel Inc. (the “Issuer”), a Delaware company
with its principal executive offices located at 100 Saw Mill Road, Danbury,
Connecticut 06810.
|
Item
2.
|
Identity
and Background.
|
(a) This
Statement is being filed by OrbiMed Advisors LLC, a limited liability company
organized under the laws of Delaware, OrbiMed Capital GP II LLC, a limited
liability company organized under the laws of Delaware, and Samuel D. Isaly
(“Isaly”), an individual (collectively, the “Reporting Persons”).
(b) –
(c) OrbiMed Advisors LLC is a registered investment adviser under the
Investment Advisers Act of 1940, as amended, that acts as investment adviser or
general partner to certain clients which hold Shares of the Issuer, as more
particularly described in Item 6 below. OrbiMed Advisors LLC has its
principal offices at 767 Third Avenue, 30th Floor, New York, New York
10017.
OrbiMed
Capital GP II LLC is a company that acts as investment adviser or general
partner to certain limited partnerships as more particularly described in Item 6
below. OrbiMed Capital GP II LLC has its principal offices at 767
Third Avenue, 30th Floor, New York, New York 10017.
Isaly, a
natural person, owns a controlling interest in OrbiMed Advisors
LLC and OrbiMed
Capital GP II LLC.
The
directors and executive officers of OrbiMed Advisors LLC and OrbiMed Capital GP
II LLC are set forth on Schedules I and II, attached
hereto. Schedules I and II set forth the following information with
respect to each such person:
|
|
(i)
|
name;
|
|
|
(ii)
|
business
address (or residence address where
indicated);
|
|
|
(iii)
|
present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment
is conducted;
|
|
|
(iv)
|
citizenship.
|
(d) –
(e) During the last five years, neither the Reporting Persons nor any
Person named in Schedules I or II have been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Isaly
is a citizen of the United States.
|
Item
3.
|
Source
and Amount of Funds or Other
Considerations.
|
Prior to
the close of June 30, 2009, pursuant to the authority of OrbiMed Advisors LLC
and OrbiMed Capital GP II LLC under their respective investment advisory
contracts and limited partnership agreements with or relating to Caduceus
Private Investments II, LP (“Caduceus”), Caduceus Private Investments II (QP),
LP (“Caduceus QP”) and UBS Juniper Crossover Fund, L.L.C. (“Juniper”) (as such
arrangements are more particularly described in Item 6 below) caused these
clients to dispose of 300,000 Shares of the Issuer, all of which were
distributed to investors of Caduceus and Caduceus QP for no additional
consideration. Following the
transactions described in this Item 3, the Reporting Persons are
beneficial owners of approximately 4.998% of the outstanding Shares of the
Issuer. Isaly, as the owner of a controlling interest in both OrbiMed
Advisors LLC and OrbiMed Capital GP II LLC, is the beneficial owner of
approximately 4.998% of the outstanding Shares of the Issuer. OrbiMed Advisors
LLC is the beneficial owner of approximately 0.519% of the outstanding Shares of
the Issuer and OrbiMed Capital GP II LLC is the beneficial owner of
approximately 4.479% of such Shares.
None of
the Reporting Persons have acquired or disposed of any additional Shares of the
Issuer since June 30, 2009.
|
Item
4.
|
Purpose
of Transaction.
|
Prior to
the close of February 2, 2008, Samuel P. Wertheimer, then a director of the
Issuer, who is also a principal of OrbiMed Advisors LLC and OrbiMed Capital
GP II LLC, was the recipient of a grant of stock options of the Issuer (the
“Director’s Stock Options”). Pursuant to an agreement with the
Reporting Persons, Wertheimer is obligated to transfer any Shares issued under
the Director’s Stock Options to the Reporting Persons, who are obligated in turn
to distribute the Shares to Caduceus, Caduceus QP and Juniper on a pro-rata
basis.
The
following table sets forth the transactions with respect to the Director’s Stock
Options including the exercisable date thereto. As of this filing, none of the
Director’s Stock Options have been exercised.
|
Title
|
Conversion
Price |
Date
Exercisable
|
Expiration
Date
|
Number
of Shares
Underlying Security |
Ownership
of Shares
|
|
Director's
Stock Option (right to buy)
|
$5.65
|
This
option is exercisable in two equal installments on July 20, 2007 and July
20, 2008.
|
July
20, 2014
|
17,713
|
The
amount shown represents (i) options to purchase 11,822 Shares held on
behalf of Caduceus, (ii) options to purchase 4,426 Shares held on behalf
of Caduceus QP and (iii) options to purchase 1,465 Shares held on behalf
of Juniper.
|
|
Director's
Stock Option (right to buy)
|
$12.63
|
The
option is exercisable in two equal installments on December 1, 2007 and
December 1, 2008.
|
December
1, 2014
|
2,601
|
The
amount shown represents (i) options to purchase 1,736 Shares held on
behalf of Caduceus, (ii) options to purchase 650 Shares held on behalf of
Caduceus QP, and (iii) options to purchase 215 Shares held on behalf of
Juniper.
|
|
Director's
Stock Option (right to buy)
|
$15
|
The
option is exercisable in two equal installments on May 10, 2008 and May
10, 2009.
|
May
10, 2015
|
25,000
|
The
amount shown represents (i) options to purchase 16,685 Shares held on
behalf of Caduceus, (ii) options to purchase 6,247 Shares held on behalf
of Caduceus QP, and (iii) options to purchase 2,068 Shares held on behalf
of Juniper.
|
|
Director's
Stock Option
(right
to buy)
|
$14.12
|
February
2, 2008
|
February
27, 2018
|
10,000
|
The
amount shown represents (i) options to purchase 6,674 shares of Common
Stock, held on behalf of Caduceus, (ii) options to purchase 2,499 shares
of Common Stock, held on behalf of Caduceus QP and (iii) options to
purchase 827 shares of Common Stock, held on behalf of
Juniper.
|
This
statement relates to the acquisition and subsequent disposition of Shares by the
Reporting Persons. The Shares acquired by the Reporting Persons were
acquired for the purpose of making an investment in the Issuer and not with the
intention of acquiring control of the Issuer's business on behalf of the
Reporting Persons’ respective advisory clients.
The
Reporting Persons previously were granted and exercised the right to appoint a
representative to the Board of Directors (the "Board") of the Issuer, so as to
permit active monitoring of the operations of the Issuer. As
indicated above, Samuel P. Wertheimer served as the Reporting
Persons’ representative on the Board. Effective June 11, 2009 Dr.
Samuel Wertheimer resigned from his position as director on the Board of
Directors of Biodel Inc.
The
Reporting Persons from time to time intend to review their investment in the
Issuer on the basis of various factors, including the Issuer’s business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer’s Shares in particular, as well as other developments and investment
opportunities. Based upon such review, the Reporting Persons will
take such actions in the future as the Reporting Persons may deem appropriate in
light of the circumstances existing from time to time. If the
Reporting Persons believe that further investment in the Issuer is attractive,
whether because of the market price of the Issuer's Shares or otherwise, they
may acquire Shares or other securities of the Issuer either in the open market
or in one or more privately negotiated transactions. Similarly, depending on
market and other factors, the Reporting Persons may determine to dispose of some
or all of the Shares currently owned by the Reporting Persons or otherwise
acquired by the Reporting Persons either in the open market or in privately
negotiated transactions.
Except as
set forth above, the Reporting Persons have not formulated any plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction involving the Issuer or any
of its subsidiaries, (c) a sale or transfer of a material amount of the assets
of the Issuer or any of its subsidiaries, (d) any change in the present Board of
Directors or management of the Issuer, (e) any material change in the Issuer's
capitalization or dividend policy, (f) any other material change in the Issuer's
business or corporate structure, (g) any change in the Issuer's charter or
bylaws or other or instrument corresponding thereto or other action which may
impede the acquisition of control of the Issuer by any person, (h) causing a
class of the Issuer's securities to be deregistered or delisted, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated
above.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
(a)-(b) As
of this date of this filing, OrbiMed Advisors LLC, OrbiMed Capital GP II LLC and
Samuel D. Isaly may be deemed directly or indirectly, including by reason of
their mutual affiliation, to be the beneficial owners of the Shares described in
Item 3. Based upon information contained in the most recent available
filing by the Issuer with the SEC, such Shares constitute approximately 4.998%
of the issued and outstanding Shares. As described above in Item 2,
Isaly owns, pursuant to the terms of the limited liability company
agreement
of each of OrbiMed Advisors LLC and OrbiMed Capital GP II LLC, a controlling
interest in the outstanding limited liability company interests of such
entity. As a result, Isaly, OrbiMed Advisors LLC and OrbiMed Capital
GP II LLC share power to direct the vote and to direct the disposition of the
Shares described in Item 3.
(c) Except
as disclosed in Item 3, the Reporting Persons have not effected any transactions
in the Shares during the past sixty (60) days.
(d) Not
applicable.
(e) Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
In
addition to the relationships between the Reporting Persons described in Item 5,
OrbiMed Capital GP II LLC is the general partner of Caduceus and Caduceus QP,
each a private equity fund, pursuant to the terms of their respective limited
partnership agreements. OrbiMed Advisors LLC, through UBS Juniper
Management, L.L.C., a joint venture with UBS Fund Advisor, L.L.C., acts as
investment manager of Juniper, a registered investment company, pursuant to an
investment advisory agreement. Pursuant to these agreements and
relationships, OrbiMed Advisors LLC and OrbiMed Capital GP II LLC have
discretionary investment management authority with respect to the assets of
Caduceus, Caduceus QP, and Juniper. Such authority includes the power
to vote and otherwise dispose of securities purchased by Caduceus, Caduceus QP
and Juniper. The number of outstanding Shares of the Issuer
attributable to each such entity is 773,123, 289,463 and 123,007,
respectively. OrbiMed Advisors LLC, pursuant to its authority under
its investment advisory contract with Juniper, may be considered to hold
indirectly 123,007 Shares. OrbiMed Capital GP II LLC, pursuant to its
authority under its investment advisory contracts with Caduceus and Caduceus QP,
may be considered to hold indirectly 1,062,586
Shares.
As noted
in Item 4, Wertheimer has been granted a number of Director’s Stock Options and
is obligated to transfer any Shares issued pursuant to such options to the
Reporting Persons, who are obligated to distribute the Shares to Caduceus,
Caduceus QP and Juniper on a pro-rata basis. Accordingly, the number
of Director’s Stock Options attributable to Caduceus, Caduceus QP and Juniper is
36,917, 13,822 and 4,575, respectively. Of these, OrbiMed
Advisors LLC and OrbiMed Capital GP II LLC may be considered to hold
indirectly 4,575 and 50,739 Director’s Stock Options,
respectively.
Other
than the agreements and the relationships mentioned above, to the best knowledge
of the Reporting Persons, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any persons with respect to any securities of the
Issuer, including, but not limited to, transfer or
voting of
any of the Shares, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
of withholding of proxies.
|
Item
7.
|
Materials
to be Filed as Exhibits.
|
|
Exhibit
|
Description
|
|
|
A.
|
Joint
Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP II LLC and
Samuel D. Isaly
|
|
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.
Dated: July
1, 2009
|
OrbiMed
Advisors LLC
|
|
|
|
|
||
|
By:
/s/ Samuel D. Isaly
|
|
|
|
Name:
Samuel D. Isaly
|
|
|
|
Title:
Managing Partner
|
|
|
|
|
||
|
|
||
|
OrbiMed
Capital GP II LLC
|
|
|
|
|
||
|
By:
/s/ Samuel D. Isaly
|
|
|
|
Name:
Samuel D. Isaly
|
|
|
|
Title:
Managing Partner
|
|
|
|
|
||
|
|
||
|
By:
/s/ Samuel D. Isaly
|
|
|
|
Name:
Samuel D. Isaly
|
|
Schedule
I
The name
and present principal occupation of each of the executive officers and directors
of OrbiMed Advisors LLC are set forth below. Unless otherwise noted,
each of these persons are United States citizens and have as their business
address 767 Third Avenue, New York, NY 10017.
|
Name
|
Position
with Reporting
Person
|
Principal
Occupation
|
|
Samuel
D. Isaly
|
Managing
Partner
|
Partner
OrbiMed
Advisors LLC
|
|
Michael
Sheffery
|
Partner
|
Partner
OrbiMed
Advisors LLC
|
|
Carl
L. Gordon
|
Partner
|
Partner
OrbiMed
Advisors LLC
|
|
Sven
Borho
German
and Swedish Citizen
|
Partner
|
Partner
OrbiMed
Advisors LLC
|
|
Jonathan
T. Silverstein
|
Partner
|
Partner
OrbiMed
Advisors LLC
|
| W. Carter Neild | Partner |
Partner
OrbiMed Advisors LLC
|
|
Eric
A. Bittelman
|
Chief
Financial Officer and Chief Compliance Officer
|
CFO/CCO
OrbiMed
Advisors LLC
|
Schedule
II
The name
and present principal occupation of each of the executive officers and directors
of OrbiMed Capital GP II LLC are set forth below. Unless otherwise
noted, each of these persons are United States citizens and have as their
business address 767 Third Avenue, New York, NY 10017.
|
Name
|
Position
with Reporting
Person
|
Principal
Occupation
|
|
Samuel
D. Isaly
|
Managing
Partner
|
Partner
OrbiMed
Capital GP II LLC
|
|
Michael
Sheffery
|
Partner
|
Partner
OrbiMed
Capital GP II LLC
|
|
Carl
L. Gordon
|
Partner
|
Partner
OrbiMed
Capital GP II LLC
|
|
Sven
Borho
German
and Swedish Citizen
|
Partner
|
Partner
OrbiMed
Capital GP II LLC
|
|
Jonathan
T. Silverstein
|
Partner
|
Partner
OrbiMed
Capital GP II LLC
|
| W. Carter Neild | Partner |
Partner
OrbiMed Capital GP II LLC
|
|
Eric
A. Bittelman
|
Chief
Financial Officer and Chief Compliance Officer
|
CFO/CCO
OrbiMed
Capital GP II LLC
|
EXHIBIT
INDEX
|
Exhibit
|
Description
|
Page No.
|
|
A.
|
Joint
Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP II LLC and
Samuel D. Isaly
|
A-1
|
Exhibit
A.
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the Statement on this Schedule 13D, dated July 1,
2009 (the “Schedule 13D”), with respect to the Common Stock, par value
$0.01 per share, of Biodel 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
and Exchange Act of 1934, as amended, and that this Agreement shall be included
as an Exhibit to this Schedule 13D. Each of the undersigned agrees to
be responsible for the timely filing of the Schedule 13D, 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 1st
day of July, 2009.
|
OrbiMed
Advisors LLC
|
|
|
|
|
||
|
By:
/s/ Samuel D. Isaly
|
|
|
|
Name:
Samuel D. Isaly
|
|
|
|
Title:
Managing Partner
|
|
|
|
|
||
|
|
||
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OrbiMed
Capital GP II LLC
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By:
/s/ Samuel D. Isaly
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Name:
Samuel D. Isaly
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Title:
Managing Partner
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By:
/s/ Samuel D. Isaly
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Name:
Samuel D. Isaly
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