SEC FORM 3 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 TURNING POINT THERAPEUTICS, INC.
10628 SCIENCE CENTER DRIVE, STE. 225

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2019
3. Issuer Name and Ticker or Trading Symbol
Turning Point Therapeutics, Inc. [ TPTX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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 C Preferred Stock (1) (1) Common Stock 1,120,730(2) (1) I See footnote(3)(4)
Series D Preferred Stock (5) (5) Common Stock 546,820(2) (5) I See footnote(3)(4)
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
C/O TURNING POINT THERAPEUTICS, INC.
10628 SCIENCE CENTER DRIVE, STE. 225

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OrbiMed Capital GP VI LLC

(Last) (First) (Middle)
C/O TURNING POINT THERAPEUTICS, INC.
10628 SCIENCE CENTER DRIVE, STE. 225

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
Explanation of Responses:
1. The shares of Series C Preferred Stock have no expiration date and are convertible at any time at the election of the holder without payment of further consideration. Each share of Series C Preferred Stock will automatically convert into 0.25974026 shares of Common Stock upon the closing of the Issuer's initial public offering.
2. Share numbers give effect to the reverse split of each share of the Issuer's Common Stock into 0.25974026 shares of Common Stock, effected on April 5, 2019, which will be effective for the Preferred Stock upon its conversion to Common Stock upon the closing of the Issuer's initial public offering.
3. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VII") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VI. By virtue of such relationships, GP VI and 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.
4. 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 At 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 Carl L. Gordon ("Gordon"), a member 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 Gordon is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
5. The shares of Series D Preferred Stock have no expiration date and are convertible at any time at the election of the holder without payment of further consideration. Each share of Series D Preferred Stock will automatically convert into 0.25974026 shares of Common Stock upon the closing of the Issuer's initial public offering.
Remarks:
/s/ Douglas Coon, Chief Compliance Officer 04/16/2019
/s/ Douglas Coon, Chief Compliance Officer 04/16/2019
** 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 5 (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).
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