OrbiMed Capital GP VI Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

C/O NEXTCURE, INC.

9000 VIRGINIA MANOR ROAD, SUITE 200

(Street)

BELTSVILLE MD 20705

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2019

3. Issuer Name and Ticker or Trading Symbol
NextCure, Inc. [ NXTC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(1)	(1)	Common Stock	445,866	(1)	I	See footnotes(2)(3)
Series A-2 Preferred Stock	(1)	(1)	Common Stock	743,110	(1)	I	See footnotes(2)(3)
Series A-3 Preferred Stock	(1)	(1)	Common Stock	729,599	(1)	I	See footnotes(2)(3)
Series B-1 Preferred Stock	(1)	(1)	Common Stock	442,438	(1)	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

C/O NEXTCURE, INC.

9000 VIRGINIA MANOR ROAD, SUITE 200

(Street)

BELTSVILLE MD 20705

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP VI LLC

(Last) (First) (Middle)

C/O NEXTCURE, INC.

9000 VIRGINIA MANOR ROAD, SUITE 200

(Street)

BELTSVILLE MD 20705

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are convertible into shares of Common Stock on a 1-for-8.0338 basis at the holder's election, will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering, and have no expiration date.

2. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP LLC ("GP VII") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("OrbiMed Advisors") may be deemed to have voting and investment power with respect to the shares held by OPI VI and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.

3. This report on Form 3 is jointly filed by GP VI and OrbiMed Advisors. 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 pecuniary interest therein, if any. This report 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. The Reporting Persons have designated a representative, currently Chau Q. Khuong ("Khuong"), an employee of OrbiMed advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Khuong is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Douglas Coon, Chief Compliance Officer	05/08/2019
	/s/ Douglas Coon, Chief Compliance Officer	05/08/2019
	** Signature of Reporting Person	Date
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