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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PMV Pharmaceuticals, Inc. [ PMVP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/25/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/25/2020 | P | 475,000 | A | $18 | 475,000 | I | See footnote(1)(2) | ||
| Common Stock | 09/29/2020 | C | 4,025,076 | A | (3) | 4,500,076 | I | See footnote(1)(2) | ||
| Common Stock | 09/29/2020 | C | 1,076,891 | A | (3) | 5,576,967 | I | See footnote(1)(2) | ||
| Common Stock | 09/29/2020 | C | 518,191 | A | (3) | 6,095,158 | I | See footnote(1)(2) | ||
| Common Stock | 09/29/2020 | C | 380,133 | A | (3) | 6,475,291 | I | See footnote(1)(2) | ||
| Common Stock | 09/29/2020 | C | 114,039 | A | (3) | 114,039 | I | See footnote(2)(4) | ||
| Common Stock | 09/25/2020 | P | 475,000 | A | $18 | 475,000 | I | See footnote(2)(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Preferred Stock | (3) | 09/29/2020 | C | 4,025,076 | (3) | (3) | Common Stock | 4,025,076 | $0.00 | 0 | I | See footnote(1)(2) | |||
| Series B Preferred Stock | (3) | 09/29/2020 | C | 1,076,891 | (3) | (3) | Common Stock | 1,076,891 | $0.00 | 0 | I | See footnote(1)(2) | |||
| Series C Preferred Stock | (3) | 09/29/2020 | C | 518,191 | (3) | (3) | Common Stock | 518,191 | $0.00 | 0 | I | See footnote(1)(2) | |||
| Series D Preferred Stock | (3) | 09/29/2020 | C | 380,133 | (3) | (3) | Common Stock | 380,133 | $0.00 | 0 | I | See footnote(1)(2) | |||
| Series D Preferred Stock | (3) | 09/29/2020 | C | 114,039 | (3) | (3) | Common Stock | 114,039 | $0.00 | 0 | I | See footnote(2)(4) | |||
| Explanation of Responses: |
| 1. The shares are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the general partner of OPI V, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP V. By virtue of such relationships, GP V and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). OrbiMed Advisors exercises this investment and voting 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 V. |
| 2. Each of GP V, OrbiMed Advisors, OrbiMed Genesis GP LLC ("Genesis GP"), OrbiMed Capital LLC ("OrbiMed Capital"), Messrs. Borho and Silverstein, Dr. Gordon, and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities and 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 any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Person is an employee of OrbiMed Advisors. |
| 3. The shares of each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock on a one to one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and have no expiration date. |
| 4. The shares are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). Genesis GP is the general partner of Genesis Master Fund and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis Master Fund and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises 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 Genesis Master Fund. |
| 5. The shares are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a management committee comprised of the Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPM. |
| Remarks: |
| /s/ David H. Mack, attorney-in-fact | 09/29/2020 | |
| ** Signature of Reporting Person | 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. | ||