Sec Form 4 Filing - ORBIMED ADVISORS LLC @ SteadyMed Ltd. - 2018-08-30

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) 08/30/2018 (Street) NEW YORK, NY10022-4629 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 08/30/2018 S 2,123,098 D $ 4.46 ( 1 ) 0 I See Footnotes ( 2 ) ( 6 ) ( 7 ) Ordinary Shares, nominal value NIS 0.01 per share 08/30/2018 S 2,123,098 D $ 4.46 ( 1 ) 0 I See Footnotes ( 3 ) ( 6 ) ( 7 )

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 $ 6.875 08/30/2018 P 55,000 04/25/2017 04/24/2022 Ordinary Shares 55,000 $ 3.85 348,500 I See Footnotes ( 2 ) ( 6 ) ( 7 ) Warrants to Purchase Ordinary Shares $ 6.875 08/30/2018 P 55,000 04/25/2017 04/24/2022 Ordinary Shares 55,000 $ 3.85 348,500 I See Footnotes ( 3 ) ( 6 ) ( 7 ) Warrants to Purchase Ordinary Shares $ 3.59 08/30/2018 S 1,536,098 08/03/2016 08/03/2021 Ordinary Shares 1,536,098 ( 4 ) 0 I See Footnotes ( 2 ) ( 6 ) ( 7 ) Warrants to Purchase Ordinary Shares $ 3.59 08/30/2018 S 08/03/2016 08/03/2021 Ordinary Shares 1,536,098 ( 4 ) 0 I See Footnotes ( 3 ) ( 6 ) ( 7 ) Warrants to Purchase Ordinary Shares $ 6.875 08/30/2018 S 348,500 04/25/2017 04/24/2022 Ordinary Shares 348,500 ( 5 ) 0 I See Footnotes ( 2 ) ( 6 ) ( 7 ) Warrants to Purchase Ordinary Shares $ 6.875 08/30/2018 S 348,500 04/25/2017 04/24/2022 Ordinary Shares 348,500 ( 5 ) 0 I See Footnotes ( 3 ) ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY10022-4629 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 Signatures /s/ Sven H. Borho, Member of OrbiMed Advisors LLC 09/07/2018 Signature of Reporting Person Date /s/ Carl L. Gordon, Member of OrbiMed Advisors LLC and Director of OrbiMed Advisors Israel II Limited 09/07/2018 Signature of Reporting Person Date /s/ Jonathan T. Silverstein, Member of OrbiMed Advisors LLC 09/07/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the merger agreement (the "Merger Agreement") between the Issuer, United Therapeutics Corporation and Daniel 24043 Ltd. Corporation. In addition to the cash consideration, each shareholder of the issuer also received one contractual contingent value right ("CVR") per Ordinary Share. Each CVR represents the right to receive $2.63 in cash upon the achievement of a specified milestone. ( 2 )These securities were 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. By virtue of such relationships, GP VI and Advisors 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 for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by OPI VI. ( 3 )These securities were 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 for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Limited exercises this investment power through an investment committee comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the securities held by OIP II. ( 4 )Under the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding warrant to purchase Ordinary Shares of the Issuer issued in 2016 was converted into the right to receive $2.71. ( 5 )At the Effective Time, each outstanding warrant to purchase Ordinary Shares of the Issuer issued in 2017 was converted into the right to receive $2.33. ( 6 )Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by GP VI, OrbiMed Limited, OIP GP and Advisors, is no longer subject to Section 16 with respect to securities of the Issuer. ( 7 )This report on Form 4 is jointly filed by GP VI, OrbiMed Limited, OIP GP and Advisors. 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 is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.

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