|
|
o
|
Rule 13d-1(b)
|
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|
þ
|
Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*
|
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.
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1
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NAME OF REPORTING PERSONS
OrbiMed Israel BioFund GP Limited Partnership
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o (b) o
|
||
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3
|
SEC USE ONLY
|
||
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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
1,018,500
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,018,500
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,500
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.95 %(1)
|
||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
|
(1)
|
This percentage is based upon 34,512,568 shares outstanding as of November 11, 2013, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013.
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1
|
NAME OF REPORTING PERSONS
OrbiMed Israel GP Ltd.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(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
1,018,500
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,018,500
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,500
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.95 %(1)
|
||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
(1)
|
This percentage is based upon 34,512,568 shares outstanding as of November 11, 2013, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013.
|
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1
|
NAME OF REPORTING PERSONS
OrbiMed Advisors LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(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
2,376,500
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
2,376,500
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,376,500
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.89%(1)
|
||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
||
|
(1)
|
This percentage is based upon 34,512,568 shares outstanding as of November 11, 2013, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013.
|
|
1
|
NAME OF REPORTING PERSONS
OrbiMed Capital GP IV LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(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
2,376,500
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
2,376,500
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,376,500
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.89%(1)
|
||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||
|
(1)
|
This percentage is based upon 34,512,568 shares outstanding as of November 11, 2013, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013.
|
|
1
|
NAME OF REPORTING PERSONS
Samuel D. Isaly
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(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
2,376,500
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
2,376,500
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,376,500
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.89%(1)
|
||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
(1)
|
This percentage is based upon 34,512,568 shares outstanding as of November 11, 2013, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013.
|
|
Item 1
|
(a).
|
Name of Issuer:
|
||
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InspireMD, Inc.
|
||||
|
Item 1
|
(b).
|
Address of Issuer’s Principal Executive Offices:
|
||
|
800 Bolyston Street, 16th Floor
Boston, Massachusetts
02199
|
||||
|
Item 2
|
(a).
|
Name of Person Filing:
|
||
|
This Schedule 13G is being filed by each of the following persons (each, a “Reporting Person” and together, the “Reporting Persons”):
|
||||
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(i)
|
OrbiMed Israel BioFund GP Limited Partnership (“OrbiMed BioFund”);
|
|||
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(ii)
|
OrbiMed Israel GP Ltd. (“OrbiMed Israel”);
|
|||
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(iii)
|
OrbiMed Capital GP IV LLC (“GP IV”)
|
|||
| (iv) |
OrbiMed Advisors LLC (“Advisors”)
|
|||
| (v) |
Samuel D. Isaly (“Isaly”)
|
|||
|
See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.
|
||||
|
Item 2
|
(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.
|
||||
|
Item 2
|
(c).
|
Citizenship:
|
||
|
Please refer to Item 4 on each cover sheet for each filing person.
|
||||
|
Item 2
|
(d).
|
Title of Class of Securities:
|
||
|
Common Stock, par value $0.0001 per share (the “Common Stock”).
|
||||
|
Item 2
|
(e).
|
CUSIP Number:
|
||
|
45779A309
|
||||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||
|
Not applicable.
|
||||
|
Item 4.
|
Ownership:
|
|||
|
OrbiMed Israel is the general partner of OrbiMed BioFund, which is the general partner of OrbiMed Israel Partners Limited Partnership, an Israel limited partnership (“OrbiMed Israel Partners”), which beneficially owns 1,018,500 shares of Common Stock. OrbiMed Israel, as the general partner of OrbiMed BioFund, and OrbiMed BioFund, as the general partner of OrbiMed Israel Partners, may be deemed to share beneficial ownership of the shares of the Issuer's Common Stock directly owned by OrbiMed Israel Partners. Each of OrbiMed Israel and OrbiMed BioFund disclaims any beneficial ownership over the shares of the other Reporting Persons. GP IV is the General Partner of OrbiMed Private Investments IV, LP (“OPI IV”), which beneficially owns 2,376,500 shares of Common Stock. Advisors is an investment advisor in accordance with §240.13d-1(b)(1)(ii)(E) and the Managing Member of GP IV. Isaly is the Managing Member of Advisors and a control person in accordance with §240.13d-1(b)(1)(ii)(G). On the basis of these relationships, GP IV, Advisors and Isaly may be deemed to share beneficial ownership of the shares of Common Stock directly owned by OPI IV. Each of GP IV, Advisors and Isaly disclaims any beneficial ownership over the shares of the other Reporting Persons.
|
||||
|
(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 such 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. o
|
||||
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|||
|
See Item 4.
|
||||
|
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.
|
Certifications.
|
|||
|
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.
|
||||
| February 13, 2014 |
ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP
|
||||
|
By:
|
OrbiMed Israel GP Ltd., its General Partner
|
||||
|
By:
|
/s/ Jonathan T. Silverstein
|
||||
|
Name:
|
Jonathan T. Silverstein
|
||||
|
Title:
|
Director
|
||||
|
ORBIMED ISRAEL GP LTD.
|
|||||
|
By:
|
/s/ Jonathan T. Silverstein
|
||||
|
Name:
|
Jonathan T. Silverstein
|
||||
|
Title:
|
Director
|
||||
|
ORBIMED CAPITAL GP IV LLC
|
|||||
|
By:
|
OrbiMed Advisors LLC, its Managing Member
|
||||
|
By:
|
/s/ Samuel D. Isaly
|
||||
|
Name:
|
Samuel D. Isaly
|
||||
|
Title:
|
Managing Member
|
||||
|
ORBIMED ADVISORS LLC
|
|||||
|
By:
|
/s/ Samuel D. Isaly
|
||||
|
Name:
|
Samuel D. Isaly
|
||||
|
Title:
|
Managing Member
|
||||
|
SAMUEL D. ISALY
|
|||||
|
By:
|
/s/ Samuel D. Isaly
|
||||
| February 13, 2014 |
ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP
|
||||
|
By:
|
OrbiMed Israel GP Ltd., its General Partner
|
||||
|
By:
|
/s/ Jonathan T. Silverstein
|
||||
|
Name:
|
Jonathan T. Silverstein
|
||||
|
Title:
|
Director
|
||||
|
ORBIMED ISRAEL GP LTD.
|
|||||
|
By:
|
/s/ Jonathan T. Silverstein
|
||||
|
Name:
|
Jonathan T. Silverstein
|
||||
|
Title:
|
Director
|
||||
|
ORBIMED CAPITAL GP IV LLC
|
|||||
|
By:
|
OrbiMed Advisors LLC, its Managing Member
|
||||
|
By:
|
/s/ Samuel D. Isaly
|
||||
|
Name:
|
Samuel D. Isaly
|
||||
|
Title:
|
Managing Member
|
||||
|
ORBIMED ADVISORS LLC
|
|||||
|
By:
|
/s/ Samuel D. Isaly
|
||||
|
Name:
|
Samuel D. Isaly
|
||||
|
Title:
|
Managing Member
|
||||
|
SAMUEL D. ISALY
|
|||||
|
By:
|
/s/ Samuel D. Isaly
|
||||