OrbiMed Capital GP III Form 4 RESPONSE BIOMEDICAL / SAMUEL D ISALY ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RESPONSE BIOMEDICAL CORP [ RBM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/29/2016		J		3,604,266	D	(1)	0	I	See Footnotes(2)(3)(4)
Common Stock	11/29/2016		J		34,291	D	(1)	0	I	See Footnotes(2)(4)(5)
Common Stock	11/29/2016		J		2,149,902	D	(1)	0	I	See Footnotes(2)(4)(6)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Warrant	$1.4231(7)							12/30/2011	12/30/2016	Common Stock	2,085,383		2,085,383(8)	I	See Footnotes(2)(3)(4)
Warrant	$1.4231(7)							12/30/2011	12/30/2016	Common Stock	19,858		19,858(8)	I	See Footnotes(2)(4)(5)
Warrant	$1.4231(7)							12/30/2011	12/30/2016	Common Stock	1,245,964		1,245,964(8)	I	See Footnotes(2)(4)(6)

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OrbiMed Advisors Ltd

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ISALY SAMUEL D

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ORBIMED ASIA GP, LP

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP III LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. In connection with the consummation of the transactions contemplated by the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), the reporting person rolled over their shares of common stock of the issuer into shares of common stock of 1077801 B.C. Ltd on a one-to-one basis.

2. This report on Form 4 is jointly filed by OrbiMed Capital GP III LLC ("OrbiMed Capital"), OrbiMed Advisors LLC ("OrbiMed Advisors"), Samuel D. Isaly ("Isaly"), OrbiMed Advisors Limited ("OrbiMed Limited") and OrbiMed Asia GP, L.P. ("OrbiMed Asia"). 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 the reporting persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.

3. These Shares and warrants to purchase Shares ("Warrants") are held of record by OrbiMed Private Investments III, LP ("OPI III") and may be deemed to be indirectly beneficially owned by OrbiMed Capital, OrbiMed Advisors and Isaly. OrbiMed Capital is the sole general partner of OPI III. OrbiMed Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed Capital. Pursuant to those relationships, OrbiMed Capital and OrbiMed Advisors have discretionary investment management authority with respect to the assets of OPI III. Such authority includes the power to vote and otherwise dispose of the securities held by OPI III. Isaly, a natural person, is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and to direct the disposition of the securities held by OPI III.

4. The reporting persons have designated two representatives to serve on the Issuer's board of directors which, as of immediately prior to the closing of the Arrangement, are Jonathan Wang and Peter Thompson, both of whom are employees of OrbiMed Advisors. Each such representative disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that any of them are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.

5. These Shares and Warrants are held of record by OrbiMed Associates III, LP ("OA III") and may be deemed to be indirectly beneficially owned by OrbiMed Advisors and Isaly. OrbiMed Advisors is the sole general partner of OA III, and Isaly is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly and OrbiMed Advisors share power to direct the vote and to direct the disposition of the securities held by OA III.

6. These Shares and Warrants are held of record by OrbiMed Asia Partners, L.P. ("OAP") and may be deemed to be indirectly beneficially owned by OrbiMed Asia and OrbiMed Limited. OrbiMed Asia is the sole general partner of OAP and OrbiMed Limited is the sole general partner of OrbiMed Asia. As a result, OrbiMed Asia has the power to direct the vote and to direct the disposition of the securities held by OAP and such power is exercised through OrbiMed Limited.

7. Price shown is denominated in Canadian Dollars.

8. In connection with the Arrangement, all outstanding Warrants will remain exercisable in accordance with their terms.

	/s/ Samuel D. Isaly	12/01/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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