Sec Form 4 Filing - ORBIMED ADVISORS LLC @ Arcutis Biotherapeutics, Inc. - 2020-02-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
ORBIMED ADVISORS LLC
2. Issuer Name and Ticker or Trading Symbol
Arcutis Biotherapeutics, Inc. [ ARQT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ 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)
02/03/2020
(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
Common Stock 02/03/2020 P 382,388 A $ 17 ( 1 ) 382,388 I See Footnotes ( 2 ) ( 3 )
Common Stock 02/03/2020 P 176,500 A $ 17 ( 1 ) 176,500 I See Footnotes ( 3 ) ( 4 )
Common Stock 02/04/2020 C 2,825,603 A 3,207,991 I See Footnotes ( 2 ) ( 3 )
Common Stock 02/04/2020 C 859,573 A 4,067,564 I See Footnotes ( 2 ) ( 3 )
Common Stock 02/04/2020 C 429,786 A 606,286 I See Footnotes ( 3 ) ( 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 Derivati ve 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 B Preferred Stock ( 5 ) 02/04/2020 C 2,825,603 ( 5 ) ( 5 ) Common Stock 2,825,603 $ 0 0 I See Footnotes ( 2 ) ( 3 )
Series C Preferred Stock ( 6 ) 02/04/2020 C 859,573 ( 6 ) ( 6 ) Common Stock 859,573 $ 0 0 I See Footnotes ( 2 ) ( 3 )
Series C Preferred Stock ( 6 ) 02/04/2020 C 429,786 ( 6 ) ( 6 ) Common Stock 429,786 $ 0 0 I See Footnotes ( 3 ) ( 4 )
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 X
ORBIMED CAPITAL LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022
X X
OrbiMed Capital GP VII LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY10022
X X
Signatures
/s/ Jonathan Silverstein Member of OrbiMed Advisors LLC 02/04/2020
Signature of Reporting Person Date
/s/ Jonathan Silverstein Member of OrbiMed Capital LLC 02/04/2020
Signature of Reporting Person Date
/s/ Jonathan Silverstein Member of OrbiMed Capital GP VII LLC 02/04/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of the Issuer's common stock ("Shares") were purchased in the Issuer's initial public offering.
( 2 )The Shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP VII"), is the general partner of OPI VII and OrbiMed Advisors LLC is the managing member of OPI VII. OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VII and may be deemed to have beneficial ownership over such securities. OrbiMed Captial LLC ("OrbiMed Capital") is a relying adviser of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment 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 Shares held by OPI VII.
( 3 )Each of OrbiMed GP VII, OrbiMed Capital and OrbiMed Advisors 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 pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that any of 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.
( 4 )The Shares are held of record by OrbiMed Partners Master Fund Limited ("OPMF"). OrbiMed Capital is the investment manager of OPMF and is a relying adviser of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment 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 Shares held by OPMF.
( 5 )The Series B Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-one basis immediately upon the closing of the Issuer's initial public offering and had no expiration date.
( 6 )The Series C Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-one immediately upon the closing of the Issuer's initial public offering and had no expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.