Sec Form 4 Filing - ORBIMED ADVISORS LLC @ SteadyMed Ltd. - 2017-04-25

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 ADVISORS LLC
2. Issuer Name and Ticker or Trading Symbol
SteadyMed Ltd. [ STDY]
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)
601 LEXINGTON AVENUE, 54TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/25/2017
(Street)
NEW YORK, NY10022
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
Ordinary Shares, nominal value NIS 0.01 per share 04/25/2017 P 587,000 A $ 5.9 2,123,098 I See Footnotes ( 1 ) ( 4 )
Ordinary Shares, nominal value NIS 0.01 per share 04/25/2017 P 587,000 A $ 5.9 2,123,098 I See Footnotes ( 2 ) ( 4 )
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
Warrants to Purchase Ordinary Shares ( 3 ) ( 3 ) 04/25/2017 P 293,500 ( 3 ) 04/24/2022 Ordinary Shares 293,500 $ 0.125 293,500 I See Footnotes ( 1 ) ( 4 )
Warrants to Purchase Ordinary Shares ( 3 ) ( 3 ) 04/25/2017 P 293,500 ( 3 ) 04/24/2022 Ordinary Shares 293,500 $ 0.125 293,500 I See Footnotes ( 2 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022
X
OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022
X
OrbiMed Advisors Israel II Ltd
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022
X
OrbiMed Israel GP II, L.P.
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022
X
ISALY SAMUEL D
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Samuel D. Isaly 04/27/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VI. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP VI, Advisors and Isaly may be deemed to have voting and investment power over the securities held by OPI VI and as a result may be deemed to have beneficial ownership over such securities.
( 2 )These securities are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("OIP GP") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("OrbiMed Limited") is the managing member of OIP GP. By virtue of such relationships, OIP GP and OrbiMed Limited may be deemed to have voting and investment power over the securities held by OIP II and as a result may be deemed to have beneficial ownership over such securities.
( 3 )Warrants ("Warrants") to purchase Ordinary Shares. The Warrants are immediately exercisable when issued, are exercisable for five years from the date of issuance and have an exercise price of $6.875 per Ordinary Share.
( 4 )This report on Form 4 is jointly filed by GP VI, OrbiMed Limited, OIP GP, Advisors, and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (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 of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.

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