UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
InspireMD, Inc. |
(Name of Issuer) |
|
Common Stock, par value $0.0001 per share |
(Title of Class of Securities) |
|
45779A507 |
(CUSIP Number) |
|
December 31, 2015 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 45779A507
|
SCHEDULE 13G/A
|
Page 2
of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
OrbiMed Israel BioFund GP Limited Partnership
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP
No. 45779A507
|
SCHEDULE 13G/A
|
Page 3
of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
OrbiMed Israel GP Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|||
12
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 45779A507
|
SCHEDULE 13G/A
|
Page 4
of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
OrbiMed Advisors LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|||
12
|
TYPE OF REPORTING PERSON
IA
|
CUSIP No. 45779A507
|
SCHEDULE 13G/A
|
Page 5
of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
OrbiMed Capital GP IV LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED
VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|||
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 45779A507
|
SCHEDULE 13G/A
|
Page 6
of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
Samuel D. Isaly
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|||
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 45779A507
|
SCHEDULE 13G/A
|
Page
7 of 11 Pages
|
Item 1. | (a) Name of Issuer: |
InspireMD, Inc.
(b) Address of Issuer’s Principal Executive Offices: |
321 Columbus Avenue
Boston, MA 02116
Item 2. | (a) Name of Person Filing: |
This Schedule 13G/A is being filed by each of the following persons (each, a “Reporting Person” and together, the “Reporting Persons”):
(i) OrbiMed Israel BioFund GP Limited Partnership (“OrbiMed BioFund”)
(ii) OrbiMed Israel GP Ltd. (“OrbiMed Israel”)
(iii) OrbiMed Advisors LLC ("Advisors")
(iv) OrbiMed Capital GP IV LLC ("GP IV")
(v) Samuel D. Isaly ("Isaly")
See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.
(b) Address of Principal Business Office: |
The address of the principal business office of each of OrbiMed BioFund and OrbiMed Israel is 89 Medinat HaYehudim St., Build E, 11th Floor, Herzliya 46766, Israel. The address of the principal business office of each of GP IV, Advisors and Isaly is 601 Lexington Avenue, 54th Floor, New York, New York 10022.
(c) Citizenship: |
Please refer to Item 4 on each cover sheet for each filing person.
(d) Title of Class of Securities: |
Common Stock, par value $0.0001 per share (the “Common Stock”)
(e) CUSIP No.: |
45779A507
CUSIP No. 45779A507
|
SCHEDULE 13G/A
|
Page 8
of 11 Pages
|
Item 3. Not Applicable |
CUSIP No. 45779A507
|
SCHEDULE 13G/A
|
Page
9 of 11 Pages
|
Item 4. Ownership:
(a) Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b) Percent of class: See the response(s) to Item 11 on the attached cover page(s).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
If this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 45779A507
|
SCHEDULE 13G/A
|
Page 10
of 11 Pages
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP | |||
By: | OrbiMed Israel GP Ltd., its General Partner | ||
By: | Jonathan T. Silverstein | ||
Name: | Jonathan T. Silverstein | ||
Title: | Director | ||
ORBIMED ISRAEL GP LTD. | |||
By: | Jonathan T. Silverstein | ||
Name: | Jonathan T. Silverstein | ||
Title: | Director | ||
ORBIMED CAPITAL GP IV LLC | |||
By: | OrbiMed Advisors LLC, its Managing Member | ||
By: | Samuel D. Isaly | ||
Name: | Samuel D. Isaly | ||
Title: | Managing Member | ||
ORBIDMED ADVISORS LLC | |||
By: | Samuel D. Isaly | ||
Name: | Samuel D. Isaly | ||
Title: | Managing Member | ||
SAMUEL D. ISALY | |||
Samuel D. Isaly | |||
Name: | Samuel D. Isaly |
CUSIP No. 45779A507
|
SCHEDULE 13G/A
|
Page 11
of 11 Pages
|
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on behalf of a single Schedule 13G and any amendment thereto, with respect to the beneficial ownership by each of the undersigned of the common stock of InspireMD, Inc. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning the others. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 11, 2016.
ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP | |||
By: | OrbiMed Israel GP Ltd., its General Partner | ||
By: | Jonathan T. Silverstein | ||
Name: | Jonathan T. Silverstein | ||
Title: | Director | ||
ORBIMED ISRAEL GP LTD. | |||
By: | Jonathan T. Silverstein | ||
Name: | Jonathan T. Silverstein | ||
Title: | Director | ||
ORBIMED CAPITAL GP IV LLC | |||
By: | OrbiMed Advisors LLC, its Managing Member | ||
By: | Samuel D. Isaly | ||
Name: | Samuel D. Isaly | ||
Title: | Managing Member | ||
ORBIMED ADVISORS LLC | |||
By: | Samuel D. Isaly | ||
Name: | Samuel D. Isaly | ||
Title: | Managing Member | ||
SAMUEL D. ISALY | |||
Samuel D. Isaly | |||
Name: | Samuel D. Isaly |