UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
RELYPSA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
759531106
(CUSIP Number)
OrbiMed Advisors LLC
OrbiMed Capital GP IV LLC
Samuel D. Isaly
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone: (212) 739-6400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. 759531106 | Page 2 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS OrbiMed Advisors 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) AF | |||
| 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 7,900,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 7,900,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,900,000 | |||
| 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) 19.00%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) IA | |||
*This percentage is calculated based upon 41,586,756 shares of the Issuer’s Common Stock (defined below) outstanding, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2015.
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SCHEDULE 13D
| CUSIP No. 759531106 | Page 3 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS OrbiMed Capital GP IV 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) AF | |||
| 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 7,900,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 7,900,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,900,000 | |||
| 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) 19.00%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) OO | |||
*This percentage is calculated based upon 41,586,756 shares of the Issuer’s Common Stock (defined below) outstanding, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2015.
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SCHEDULE 13D
| CUSIP No. 759531106 | 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) AF | |||
| 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 United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 7,900,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 7,900,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,900,000 | |||
| 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) 19.00%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN | |||
*This percentage is calculated based upon 41,586,756 shares of the Issuer’s Common Stock (defined below) outstanding, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2015.
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| Item 1. | Security and Issuer |
This Schedule 13D (the “Statement”) relates to the common stock of Relypsa, Inc. (the “Common Stock”), a corporation organized under the laws of the state of Delaware (the “Issuer”), with its principal executive offices located at 100 Cardinal Way, Redwood City, California 94063. The Common Stock is listed on the NASDAQ National Market under the ticker symbol “RLYP.” Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| Item 2. | Identity and Background |
(a) This Statement is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP IV LLC (“GP IV”), a limited liability company organized under the laws of Delaware, and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).
(b) – (c) Advisors, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP IV, which is the sole general partner of OrbiMed Private Investments IV, LP (“OPI IV”), which holds shares of Common Stock (“Shares”), as more particularly described in Item 6 below. Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
GP IV has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. Isaly, a natural person, owns a controlling interest in Advisors.
The directors and executive officers of Advisors and GP IV are set forth on Schedules I and II, attached hereto. Schedules I and II set forth the following information with respect to each such person:
(i) name;
(ii) business address;
(iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
(iv) citizenship.
(d) – (e) During the last five years, neither the Reporting Persons nor any Person named in Schedule I or II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Isaly is a citizen of the United States.
| Item 3. | Source and Amount of Funds or Other Consideration |
The Shares covered by this Statement have been acquired by the Reporting Persons with working capital of OPI IV and capital contributions made to OPI IV by its partners.
| Item 4. | Purpose of Transaction |
This statement relates to the transactions by the Reporting Persons more fully described in Item 5 below. The Shares were acquired (and those that had been acquired previously, are held) by the Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business.
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The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Statement, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
| Item 5. | Interest in Securities of the Issuer |
(a)-(b) As of the date of this filing, Advisors, GP IV and Isaly may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of 7,900,000 Shares held of record by OPI IV. Based upon information contained in the most recent available filing by the Issuer with the SEC, such Shares constitute approximately 19.00% of the issued and outstanding Shares. Advisors, pursuant to its authority as the sole managing member of GP IV, the sole general partner of OPI IV, may be deemed to indirectly beneficially own the Shares held of record by OPI IV. GP IV, pursuant to its authority as the general partner of OPI IV, may be deemed to indirectly beneficially own the Shares held of record by OPI IV. Isaly, pursuant to his authority as the managing member of Advisors and owner of a controlling interest in Advisors, pursuant to its limited liability company agreement, may also be deemed to indirectly beneficially own the Shares attributable to Advisors. As a result, Isaly, Advisors and GP IV share the power to direct the vote and to direct the disposition of the Shares held of record by OPI IV.
(c)
| Date of Transaction | Transaction | Number of Shares | Price Per Share* | Price Range* |
| October 22, 2015 | Bought | 189,300 | $11.97 | $11.46 to $12.45 |
| October 22, 2015 | Bought | 310,700 | $12.92 | $12.57 to $13.09 |
*The Price Per Share reported above is a weighted average price. Upon Request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the ranges set forth above.
(d) Not applicable.
(e) Not applicable.
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| Item 6. | Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer |
In addition to the relationships between the Reporting Persons described in Items 2, 3 and 5 above, GP IV is the sole general partner of OPI IV, pursuant to the terms of the limited partnership agreement of OPI IV. Advisors is the sole managing member of GP IV, pursuant to the terms of the limited liability company agreement of GP IV. Pursuant to these agreements and relationships, Advisors and GP IV have discretionary investment management authority with respect to the assets of OPI IV. Such authority includes the power of GP IV to vote and otherwise dispose of securities purchased by OPI IV. The number of outstanding Shares attributable to OPI IV is 7,900,000 Shares. Advisors may be considered to hold indirectly 7,900,000 Shares, and GP IV may be considered to hold indirectly 7,900,000 Shares.
On June 19, 2014, Jonathan Silverstein, a member of Advisors, retired from the board of directors of the Issuer at the expiration of his term.
In addition, OPI IV and certain other stockholders of the Issuer are parties to a second amended and restated investor rights agreement with the Issuer, a summary of which is set forth at Item 6 of the original Statement.
Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
| Item 7. | Materials to Be Filed as Exhibits |
| Exhibit | Description |
| 1. | Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP IV LLC and Samuel D. Isaly |
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SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 30, 2015
OrbiMed Advisors LLC a Delaware Limited Liability Company | ||||
| By: | /s/ Samuel D. Isaly | |||
| Name: | Samuel D. Isaly | |||
| Title: | Managing Member | |||
OrbiMed Capital GP IV LLC a Delaware Limited Liability Company | ||||
| By: | OrbiMed Advisors LLC A Delaware Limited Liability Company and its Managing Member | |||
| By: | /s/ Samuel D. Isaly | |||
| Name: | Samuel D. Isaly | |||
| Title: | Managing Member | |||
| Samuel D. Isaly | ||||
| /s/ Samuel D. Isaly | ||||
| Name: | Samuel D. Isaly | |||
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Schedule I
The name and present principal occupation of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has as his business address 601 Lexington Avenue, 54th Floor, New York, NY 10022.
| Name | Position with Reporting Person | Principal Occupation |
| Samuel D. Isaly | Managing Member | Managing Member OrbiMed Advisors LLC |
| Carl L. Gordon | Member | Member OrbiMed Advisors LLC |
Sven H. Borho German and Swedish Citizen | Member | Member OrbiMed Advisors LLC |
| Jonathan T. Silverstein | Member | Member OrbiMed Advisors LLC |
| W. Carter Neild | Member | Member OrbiMed Advisors LLC |
| Geoffrey C. Hsu | Member | Member OrbiMed Advisors LLC |
| Evan D. Sotiriou | Chief Financial Officer | Chief Financial Officer OrbiMed Advisors LLC |
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Schedule II
The business and operations of OrbiMed Capital GP IV LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth on Schedule I attached hereto.
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EXHIBIT INDEX
| Exhibit | Description |
| 1. | Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP IV LLC and Samuel D. Isaly |
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