SEC Filing | Acutus Medical, Inc.

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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)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2020

3. Issuer Name and Ticker or Trading Symbol
Acutus Medical, Inc. [ AFIB ]

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	872,302	0	I	See footnotes⁽²⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	673,123	0	I	See footnotes⁽²⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	647,582	0	I	See footnotes⁽²⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	899,985	0	I	See footnotes⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	389,116	0	I	See footnotes⁽²⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,202,117	0	I	See footnotes⁽²⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	378,733	0	I	See footnotes⁽³⁾⁽⁴⁾
Warrant (right to buy)	⁽⁵⁾	06/07/2028	Common Stock	60,339	0.097	I	See footnotes⁽²⁾⁽⁴⁾
Warrant (right to buy)	⁽⁵⁾	06/07/2028	Common Stock	62,232	0.097	I	See footnotes⁽³⁾⁽⁴⁾
Warrant (right to buy)	⁽⁶⁾	05/20/2029	Series D Convertible Preferred Stock⁽⁶⁾	209,996	16.67	I	See footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP IV LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Orbimed ROF II LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. Each of the Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series D Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis for no additional consideration and has no expiration date.

2. These securities are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the general partner of OPI IV. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP IV. By virtue of such relationships, GP IV and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI IV 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 OPI IV.

3. These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). OrbiMed ROF II LLC ("ROF II") is the general partner of ORO II. OrbiMed Advisors is the managing member of ORO II. By virtue of such relationships, ROF II and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by ORO II 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 ORO II.

4. Each of GP IV, ROF II, and OrbiMed Advisors disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report on Form 3 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 David P. Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors.

5. Each warrant is currently exercisable for shares of the Issuer's Common Stock.

6. Each warrant is exercisable for shares of Series D Convertible Preferred Stock at an exercise price of $16.67 per share of Series D Convertible Preferred Stock, which is convertible into a like number of shares of the Issuer's Common Stock (see footnote 1). Upon the closing of the Issuer's initial public offering, each warrant will automatically convert into a warrant to purchase a like number of shares of the Issuer's Common Stock, without any further adjustment to the exercise price.

	OrbiMed Advisors LLC, By: /s/ Douglas Coon, Chief Compliance Officer	08/05/2020
	OrbiMed Capital GP IV LLC, By: /s/ Douglas Coon, Chief Compliance Officer	08/05/2020
	OrbiMed ROF II LLC, By: /s/ Douglas Coon, Chief Compliance Officer	08/05/2020
	** 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 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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