Sec Form 4/A Filing - OrbiMed Israel GP Ltd. @ 9 METERS BIOPHARMA, INC. - 2020-04-30

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FORM 4/A
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
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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1. Name and Address of Reporting Person
OrbiMed Israel GP Ltd.
2. Issuer Name and Ticker or Trading Symbol
9 METERS BIOPHARMA, INC. [ NMTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
89 MEDINAT HAYEHUDIM ST., BUILDING E
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2020
(Street)
HERZLIYA, L34614001
4. If Amendment, Date Original Filed (MM/DD/YY)
05/04/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/30/2020 A 18,930,255 ( 1 ) A 18,930,255 I See Footnotes ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock ( 4 ) 05/04/2020 P 67,865 05/04/2020 ( 4 ) Common Stock 6,786,500 $ 0 6,786,500 I See Footnotes ( 2 ) ( 3 )
Series A Convertible Preferred Stock ( 5 ) 05/04/2020 P 67,865 05/04/2020 05/04/2025 Common Stock 6,786,500 ( 5 ) 6,786,500 I See Footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OrbiMed Israel GP Ltd.
89 MEDINAT HAYEHUDIM ST., BUILDING E
HERZLIYA, L34614001
X
OrbiMed Israel BioFund GP Limited Partnership
89 MEDINAT HAYEHUDIM ST., BUILDING E
HERZLIYA, L34614001
X
Signatures
/s/ Douglas Coon, Chief Compliance Officer, OrbiMed Advisors LLC 03/19/2021
Signature of Reporting Person Date
/s/ Douglas Coon, Chief Compliance Officer, OrbiMed Capital GP VI LLC 03/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for shares of RDD Pharma Ltd. in connection with the in the merger of RDD Pharma Ltd. into a wholly-owned subsidiary of the Issuer in accordance with the terms of an Agreement and Plan of Merger and Reorganization, dated as of October 6, 2019, as amended on December 17, 2019 (the "Merger").
( 2 )These shares of the Issuer's common stock are held of record by OrbiMed Israel Partners Limited Partnership ("OIP"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP, and OrbiMed Israel GP Ltd. ("OrbiMed Israel GP") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed BioFund and OrbiMed Israel GP may be deemed to have voting and investment power with respect to the shares held directly by OIP noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Israel GP exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP.
( 3 )This report is being jointly filed by OrbiMed BioFund. and OrbiMed Israel GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 4 )The purchase price of the Series A Convertible Preferred Stock was $58.94 per share. The Series A Preferred Stock is convertible into Common Stock upon stockholder approval on a 1-for-100 basis, with no expiration date.
( 5 )The purchase price of the warrant was included with the purchase price of the Series A Convertible Preferred Stock. The Series A Preferred Warrant is convertible into Series A Preferred Stock on a 1-for-1 basis.

Remarks:
This Form 4 amends and restates the Form 4 filed by the Reporting Persons on May 4, 2020 (the "Original Form 4"). The Reporting Persons' Form 3 filed on May 4, 2020 (the "Form 3") reported ownership of 16,986,521 shares of the Issuer's common stock acquired in the Merger. These shares of the Issuer's common should have been omitted from the Form 3 and reported instead on the Reporting Persons' Original Form 4. The common stock entry in the Form 3 should be disregarded because the Reporting Persons owned no equity securities of the Issuer before becoming subject to Section 16. In addition to reporting the 16,986,521 shares originally reported on the Form 3, this amended and restated Form 4 reports the acquisition of an additional 1,943,734 shares issued to the Reporting Persons in the Merger that were held in escrow (the "Escrowed Shares") on behalf of the Reporting Persons. In addition, on October 30, 2021, the Reporting Persons erroneously filed a Form 4 reporting the release of the Escrowed Shares. The release of the Escrowed Shares was not a reportable transaction and the October 30, 2021 Form 4 should be treated as withdrawn.

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