CUSIP No. 868459108
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Page 2 of 11 Pages
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1
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NAME OF REPORTING PERSONS
OrbiMed Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
1,122,300
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|||
9
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SOLE DISPOSITIVE POWER
0
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|||
10
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SHARED DISPOSITIVE POWER
1,122,300
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,122,300
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.63% (1)
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14
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TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 868459108
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Page 3 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
OrbiMed Capital GP II LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
1,122,300
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,122,300
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,122,300
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.63% (1)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 868459108
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Page 4 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
Samuel D. Isaly
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
1,122,300
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,122,300
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,122,300
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.63% (1)
|
|||
14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Considerations.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Entity
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Date of Transaction
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Number of Shares Sold
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Price Per Share
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OPI II
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July 8, 2013
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37,600
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$6.57(1)
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OPI II QP
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July 8, 2013
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14,000
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$6.57(1)
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OPI II
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July 9, 2013
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2,600
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$6.50(2)
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OPI II QP
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July 9, 2013
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900
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$6.50(2)
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OPI II
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July 10, 2013
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47,100
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$6.59(3)
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OPI II QP
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July 10, 2013
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17,500
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$6.59(3)
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OPI II
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July 11, 2013
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28,300
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$6.55(4)
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OPI II QP
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July 11, 2013
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10,500
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$6.55(4)
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OPI II
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July 12, 2013
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121,400
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$6.54(5)
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OPI II QP
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July 12, 2013
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45,000
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$6.54(5)
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OPI II
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July 15, 2013
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75,600
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$6.55(6)
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OPI II QP
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July 15, 2013
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28,000
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$6.55(6)
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OPI II
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July 16, 2013
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49,400
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$6.53(7)
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OPI II QP
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July 16, 2013
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18,300
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$6.53(7)
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OPI II
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July 25, 2013
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9,100
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$6.95(8)
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OPI II QP
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July 25, 2013
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3,400
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$6.95(8)
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OPI II
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July 26, 2013
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35,000
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$7.01(9)
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OPI II QP
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July 26, 2013
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13,300
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$7.01(9)
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OPI II
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August 14, 2013
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100,800
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$7.03(10)
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OPI II QP
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August 14, 2013
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38,400
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$7.03(10)
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OPI II
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August 19, 2013
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487,200
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$7.77(11)
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OPI II QP
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August 19, 2013
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190,500
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$7.77(11)
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(1)
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Represents the weighted average sales price for the price increments ranging from $6.50 to $6.69. Upon request, the Reporting Persons undertake to provide the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote (1).
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(2)
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Represents the weighted average sales price for the price increments ranging from $6.43 to $6.50. Upon request, the Reporting Persons undertake to provide the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote (2).
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(3)
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Represents the weighted average sales price for the price increments ranging from $6.50 to $6.71. Upon request, the Reporting Persons undertake to provide the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote (3).
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(4)
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Represents the weighted average sales price for the price increments ranging from $6.50 to $6.68. Upon request, the Reporting Persons undertake to provide the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote (4).
|
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(5)
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Represents the weighted average sales price for the price increments ranging from $6.50 to $6.71. Upon request, the Reporting Persons undertake to provide the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote (5).
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(6)
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Represents the weighted average sales price for the price increments ranging from $6.50 to $6.61. Upon request, the Reporting Persons undertake to provide the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote (6).
|
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(7)
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Represents the weighted average sales price for the price increments ranging from $6.50 to $6.61. Upon request, the Reporting Persons undertake to provide the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote (7).
|
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(8)
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Represents the weighted average sales price for the price increments ranging from $6.95 to $7.03. Upon request, the Reporting Persons undertake to provide the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote (8).
|
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(9)
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Represents the weighted average sales price for the price increments ranging from $7.00 to $7.08. Upon request, the Reporting Persons undertake to provide the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote (9).
|
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(10)
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Represents the weighted average sales price for the price increments ranging from $6.82 to $7.19. Upon request, the Reporting Persons undertake to provide the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote (10).
|
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(11)
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Represents the weighted average sales price for the price increments ranging from $7.00 to $8.87. Upon request, the Reporting Persons undertake to provide the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote (11).
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Materials to be Filed as Exhibits.
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OrbiMed Advisors LLC
|
||||
By:
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/s/ Samuel D. Isaly | |||
Name:
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Samuel D. Isaly | |||
Title:
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Managing Member | |||
OrbiMed Capital GP II LLC
|
||||
By:
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OrbiMed Advisors LLC, its Managing Member
|
|||
By:
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/s/ Samuel D. Isaly | |||
Name:
|
Samuel D. Isaly | |||
Title:
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Managing Member | |||
By:
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/s/ Samuel D. Isaly | |||
Name:
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Samuel D. Isaly |
Name
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Position with Reporting
Person
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Principal Occupation
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Samuel D. Isaly
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Managing Member
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Managing Member
OrbiMed Advisors LLC
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Michael B. Sheffery
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Member
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Member
OrbiMed Advisors LLC
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Carl L. Gordon
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Member
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Member
OrbiMed Advisors LLC
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Sven H. Borho
German and Swedish Citizen
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Member
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Member
OrbiMed Advisors LLC
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Jonathan T. Silverstein
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Member
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Member
OrbiMed Advisors LLC
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W. Carter Neild
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Member
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Member
OrbiMed Advisors LLC
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Geoffrey C. Hsu
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Member
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Member
OrbiMed Advisors LLC
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Evan D. Sotiriou
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Chief Financial Officer
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Chief Financial Officer
OrbiMed Advisors LLC
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Exhibit
|
Description
|
Page No.
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A.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP II LLC and Samuel D. Isaly
|
A-1
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OrbiMed Advisors LLC
|
||||
By:
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/s/ Samuel D. Isaly | |||
Name:
|
Samuel D. Isaly | |||
Title:
|
Managing Member | |||
OrbiMed Capital GP II LLC
|
||||
By:
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OrbiMed Advisors LLC, its Managing Member
|
|||
By:
|
/s/ Samuel D. Isaly | |||
Name:
|
Samuel D. Isaly | |||
Title:
|
Managing Member | |||
By:
|
/s/ Samuel D. Isaly | |||
Name:
|
Samuel D. Isaly |