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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 6)

 

Alector, Inc.

(Name of Issuer)

                     

COMMON STOCK

(Title of Class of Securities)

                   

014442107

(CUSIP Number)

                       

OrbiMed Advisors LLC

 

OrbiMed Capital GP IV LLC

 

601 Lexington Avenue, 54th Floor

New York, NY 10022

Telephone: (212) 739-6400

                       

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

                       

April 14, 2020
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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.  014442107    

 

1

Names 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

Source of Funds (See Instructions)

             

AF

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

                 

 o
6

Citizenship or Place of Organization               

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power            

0

8

Shared Voting Power                             

7,862,392

9

Sole Dispositive Power      

0

10

Shared Dispositive Power           

7,862,392

11

Aggregate Amount Beneficially Owned by Each Reporting Person                 

7,862,392

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

                                   

 o
13

Percent of Class Represented by Amount in Row (11)                    

10.0%*

14

Type of Reporting Person (See Instructions)                   

IA

         

 

*This percentage is calculated based upon 78,992,871 shares of common stock outstanding of Alector, Inc. (the “Issuer”), as reported by Bloomberg L.P. on March 20, 2020.

 

   

 

CUSIP No. 014442107    

 

1

Names 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

Source of Funds (See Instructions)           

AF

5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)            o
6

Citizenship or Place of Organization                               

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power           

0

8

Shared Voting Power                

7,862,392

9

Sole Dispositive Power             

0

10

Shared Dispositive Power             

7,862,392

11

Aggregate Amount Beneficially Owned by Each Reporting Person             

7,862,392

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)              o
13

Percent of Class Represented by Amount in Row (11)             

10.0%*

14

Type of Reporting Person (See Instructions)             

OO

         

 

*This percentage is calculated based upon 78,992,871 shares of common stock outstanding of Alector, Inc. (the “Issuer”), as reported by Bloomberg L.P. on March 20, 2020.

 

   

 

Item 1.  Security and Issuer

 

This Amendment No. 6 (“Amendment No. 6”) to Schedule 13D supplements and amends the statement  on Schedule 13D  (the “Statement”) originally filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2019 with OrbiMed Capital as an additional reporting person, and amended by Amendment No. 1 filed with the SEC on August 12, 2019, Amendment No. 2 filed with the SEC on December 19, 2019, Amendment No. 3 filed with the SEC on January 13, 2020, Amendment No. 4 filed with the SEC on February 5, 2020 and Amendment No. 5 filed with the SEC on March 4, 2020 (“Amendment No. 5”). The Statement relates to the common stock, par value $0.0001 per share (the “Shares”) of the Issuer, with its principal executive offices located at 151 Oyster Point Blvd, Suite 300, South San Francisco, California 94080.  The Shares are listed on the NASDAQ Global Select Market under the ticker symbol “ALEC”. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

This Amendment No. 6 is being filed to report that the beneficial ownership of the outstanding Shares of the Issuer held by the Reporting Persons was reduced by more than 1% since the last filing following the transactions described in Item 5(c) below.

 

Item 2. Identity and Background

 

        (a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), a limited liability company organized under the laws of Delaware and OrbiMed Capital GP IV LLC (“OrbiMed GP”), a limited liability company organized under the laws of Delaware (collectively, the “Reporting Persons”).

 

 (b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below.  OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

  

OrbiMed GP, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

The directors and executive officers of OrbiMed Advisors and OrbiMed GP are set forth on Schedules I and II, respectively, attached hereto.  Schedules I and II set forth the following information with respect to each such person:

 

(i)          name;

 

(ii)         business address;

 

(iii)        present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

 

(iv)        citizenship.

 

(d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through III has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

Item 3.  Source and Amount of Funds or Other Consideration

 

Not Applicable.

 

   

 

Item 4.  Purpose of Transaction

 

The Shares were initially acquired by the Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of the Reporting Persons’ respective advisory clients. 

 

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

 

Except as set forth in this Amendment No. 6, the Reporting Persons have not formulated any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.

 

Item 5.  Interest in Securities of the Issuer

 

 (a) — (b) The following disclosure is based upon 78,992,871 outstanding Shares of the Issuer, as reported by Bloomberg L.P. on March 20, 2020.

 

As a result of the transactions described in Item 5(c), as of the date of this filing, OrbiMed Private Investments IV – AL, LP (“OPI IV-AL”), a limited partnership organized under the laws of Delaware, holds 5,955,674 Shares constituting approximately 7.6% of the issued and outstanding Shares.  OrbiMed GP is the general partner of OPI IV-AL, pursuant to the terms of the limited partnership agreement of OPI IV-AL, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP.  As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI IV-AL and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI IV-AL.  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 IV-AL.

 

As a result of the transactions described in Item 5(c), as of the date of this filing, OrbiMed Private Investments IV – AL (Feeder), LP (“OPI IV-Feeder”), a limited partnership organized under the laws of Delaware, holds 1,906,718 Shares constituting approximately 2.4% of the issued and outstanding Shares.  OrbiMed GP is the general partner of OPI IV- Feeder, pursuant to the terms of the limited partnership agreement of OPI IV- Feeder, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP.  As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI IV- Feeder and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI IV- Feeder.  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 IV- Feeder.

 

   

 

OPI IV-AL and OPI IV-Feeder are also party to the agreements referred to in Item 6 below.

 

(c)

 

Seller Date of Transaction Transaction Number of Shares Price Per Share
OPI IV-AL March 23, 2020 Sold 11,057 $26.05
OPI IV-Feeder March 23, 2020 Sold 3,451 $26.05
OPI IV-AL March 24, 2020 Sold 51,235 $24.45
OPI IV-Feeder March 24, 2020 Sold 16,409 $24.45
OPI IV-AL March 25, 2020 Sold 42,727 $24.66
OPI IV-Feeder March 25, 2020 Sold 13,684 $24.66
OPI IV-AL March 31, 2020 Sold 189,355 $24.50
OPI IV-Feeder March 31, 2020 Sold 60,645 $24.50
OPI IV-AL April 7, 2020 Sold 6,946 $23.10
OPI IV-Feeder April 7, 2020 Sold 2,224 $23.10
OPI IV-AL April 8, 2020 Sold 62,573 $23.65
OPI IV-Feeder April 8, 2020 Sold 20,041 $23.65
OPI IV-AL April 9, 2020 Sold 218,208 $23.79
OPI IV-Feeder April 9, 2020 Sold 69,893 $23.79
OPI IV-AL April 14, 2020 Sold 17,595 $23.52
OPI IV-Feeder April 14, 2020 Sold 5,636 $23.52
OPI IV-AL April 16, 2020 Sold 47,097 $23.53
OPI IV-Feeder April 16, 2020 Sold 15,086 $23.53

 

Except as disclosed above and in Amendment No. 5, none of the Reporting Persons has effected any transaction during the past sixty (60) days in any Shares.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI IV-AL and OPI IV-Feeder, pursuant to the terms of the limited partnership agreements of OPI IV-AL and OPI IV-Feeder.  Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI IV-AL and OPI IV-Feeder. Such authority includes the power to vote and otherwise dispose of securities held by OPI IV-AL and OPI IV-Feeder.  The number of outstanding Shares of the Issuer attributable to OPI IV-AL is 5,955,674 and to OPI IV-Feeder is 1,906,718. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI IV-AL and OPI IV-Feeder, may be considered to hold indirectly 7,862,392 Shares.

 

OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI IV-AL and OPI IV-Feeder.  Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI IV-AL and OPI IV-Feeder.  The number of outstanding Shares attributable to OPI IV-AL is 5,955,674 and to OPI IV-Feeder is 1,906,718.  OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly 7,862,392 Shares.

 

   

 

Registration Rights Agreement

OPI IV-AL and OPI IV-Feeder and certain other stockholders of the Issuer entered into an amended and restated registration rights agreement with the Issuer, a summary of which is set forth in Item 6 of the Statement.

     

Item 7.  Material to Be Filed as Exhibits

 

 

Exhibit Description
1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP IV LLC.
2. Registration Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of April 26, 2018 (incorporated by reference to Exhibit 4.1 to the Issuer’s Registration Statement on Form S-1 (SEC 333-229152), filed with the SEC on January 7, 2019).

 

 

 

 

 

 

 

 

   

 

Signature

 

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 April 16, 2020

 

  ORBIMED ADVISORS LLC  
       
  By:  /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member  
       
       
  ORBIMED CAPITAL GP IV LLC  
       
  By: ORBIMED ADVISORS LLC, its Managing Member  
       
  By: /s/ Carl L. Gordon  
    Carl L. Gordon  
    Member of OrbiMed Advisors LLC  

 

 

 

 

 

 

 

 

   

 

SCHEDULE I

 

 

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

             

Name Position with Reporting Person Principal Occupation
     
     
Carl L. Gordon Member

Member

OrbiMed Advisors LLC

     

Sven H. Borho

German and Swedish Citizen

 Member

Member

OrbiMed Advisors LLC

     
Jonathan T. Silverstein Member

Member

OrbiMed Advisors LLC

     
W. Carter Neild Member

Member

OrbiMed Advisors LLC

     
Geoffrey C. Hsu Member

Member

OrbiMed Advisors LLC

     

C. Scotland Stevens

 

 

David P. Bonita

Member

 

 

Member

Member

OrbiMed Advisors LLC

 

Member

OrbiMed Advisors LLC

     
Trey Block Chief Financial Officer

Chief Financial Officer

OrbiMed Advisors LLC

 

 

 

 

 

 

   

 

SCHEDULE II

 

The business and operations of OrbiMed Capital GP IV LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in Schedule I attached hereto.

 


 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

EXHIBIT INDEX

 

 

Exhibit Description
1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP IV LLC.
2. Registration Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of April 26, 2018 (incorporated by reference to Exhibit 4.1 to the Issuer’s Registration Statement on Form S-1 (SEC 333-229152), filed with the SEC on January 7, 2019).

 

 

 

 

 

 

 

 

 

 

   

 

Exhibit 1

JOINT FILING AGREEMENT

                 

 The undersigned hereby agree that the Amendment No. 6 to Schedule 13D, dated April 16, 2020, with respect to the ordinary shares of Alector, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsible for the timely filing of this Statement, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

    

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 16th day of April 2020.

 

  ORBIMED ADVISORS LLC  
       
  By:  /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member  
       
       
  ORBIMED CAPITAL GP IV LLC  
       
  By: ORBIMED ADVISORS LLC, its Managing Member  
       
  By: /s/ Carl L. Gordon  
    Carl L. Gordon  
    Member of OrbiMed Advisors LLC