Sec Form 4 Filing - OrbiMed Israel GP Ltd. @ 9 METERS BIOPHARMA, INC. - 2021-05-11

Insider filing report for Changes in Beneficial Ownership
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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
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)
C/O 9 METERS BIOPHARMA, INC., 8480 HONEYCUTT RD, STE 120
3. Date of Earliest Transaction (MM/DD/YY)
05/11/2021
(Street)
RALEIGH, NC27615
4. If Amendment, Date Original Filed (MM/DD/YY)
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 05/11/2021 X 12,500 A $ 0.7 25,729,255 I See Footnotes ( 1 ) ( 2 )
Common Stock 05/11/2021 X 19,444 A $ 0.6216 25,748,699 I See Footnotes (1)(2
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
Stock Option (right to buy) $ 0.7 05/11/2021 X 12,500 ( 3 ) 04/30/2030 Common Stock 12,500 $ 0 37,500 I See Footnotes ( 2 ) ( 3 )
Stock Option (right to buy) $ 0.6216 05/11/2021 X 19,444 ( 4 ) 07/06/2030 Common Stock 19,444 $ 0 80,556 I See Footnotes ( 2 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OrbiMed Israel GP Ltd.
C/O 9 METERS BIOPHARMA, INC.
8480 HONEYCUTT RD, STE 120
RALEIGH, NC27615
X
OrbiMed Israel BioFund GP Limited Partnership
89 MEDINAT HAYEHUDIM ST., BUILDING E
HERZLIYA, L34614001
X
Signatures
/s/ Douglas Coon, Chief Compliance Officer, OrbiMed Israel GP Ltd. 05/13/2021
Signature of Reporting Person Date
/s/ Douglas Coon, Chief Compliance Officer, OrbiMed Israel BioFund GP Limited 05/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of the Issuer's common stock are held of record by Nissim Darvish ("Darvish"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OrbiMed Israel Partners Limited Partnership ("OIP"), and OrbiMed Israel GP Ltd. ("OrbiMed Israel GP") is the general partner of OrbiMed BioFund. Pursuant to an agreement with OrbiMed BioFund and OrbiMed Israel GP, Darvish is obligated to transfer these securities, or the economic benefit thereof, to OrbiMed BioFund and OrbiMed Israel GP, which will in turn ensure that such securities or economic benefits are provided to OIP.
( 2 )This report is being jointly filed by OrbiMed BioFund. and OrbiMed Israel GP. Each of the Reporting Persons and Darvish 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 or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such person or entity, including 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.
( 3 )This option was granted to Darvish on April 30, 2020 and vests in 36 monthly installments beginning April 30, 2020. Pursuant to an agreement with OrbiMed BioFund and OrbiMed Israel GP, Darvish is obligated to transfer these securities, or the economic benefit thereof, to OrbiMed BioFund and OrbiMed Israel GP, which will in turn ensure that such securities or economic benefits are provided to OIP.
( 4 )This option was granted to Darvish on July 6, 2020 and vests in 36 monthly installments beginning July 6, 2020. Pursuant to an agreement with OrbiMed BioFund and OrbiMed Israel GP, Darvish is obligated to transfer these securities, or the economic benefit thereof, to OrbiMed BioFund and OrbiMed Israel GP, which will in turn ensure that such securities or economic benefits are provided to OIP.

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