SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
C/O NEXTCURE, INC.
9000 VIRGINIA MANOR ROAD, SUITE 200

(Street)
BELTSVILLE MD 20705

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NextCure, Inc. [ NXTC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/13/2019 C 445,866 A (1) 445,866 I By OrbiMed Private Investments VI, LP(2)
Common Stock 05/13/2019 C 743,110 A (1) 1,188,976 I By OrbiMed Private Investments VI, LP(2)
Common Stock 05/13/2019 C 729,599 A (1) 1,918,575 I By OrbiMed Private Investments VI, LP(2)
Common Stock 05/13/2019 C 442,438 A (1) 2,361,013 I By OrbiMed Private Investments VI, LP(2)
Common Stock 05/13/2019 P 350,000 A $15 2,711,013 I By OrbiMed Private Investments VI, LP(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (1) 05/13/2019 C 3,582,000 (1) (1) Common Stock 445,866 (1) 0 I See footnotes(2)(3)
Series A-2 Preferred Stock (1) 05/13/2019 C 5,970,000 (1) (1) Common Stock 743,110 (1) 0 I See footnotes(2)(3)
Series A-3 Preferred Stock (1) 05/13/2019 C 5,861,455 (1) (1) Common Stock 729,599 (1) 0 I See footnotes(2)(3)
Series B-1 Preferred Stock (1) 05/13/2019 C 3,554,466 (1) (1) Common Stock 442,438 (1) 0 I See footnotes(2)(3)
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
C/O NEXTCURE, INC.
9000 VIRGINIA MANOR ROAD, SUITE 200

(Street)
BELTSVILLE MD 20705

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

(Last) (First) (Middle)
C/O NEXTCURE, INC.
9000 VIRGINIA MANOR ROAD, SUITE 200

(Street)
BELTSVILLE MD 20705

(City) (State) (Zip)
Explanation of Responses:
1. The reported securities automatically converted into shares of Common Stock on a 1-for-8.0338 basis upon the closing of the Issuer's initial public offering and had no expiration date.
2. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("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.
3. This report on Form 4 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 Act 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 Chau Q. Khuong ("Khuong"), an employee 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 Khuong is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or any other purpose.
Remarks:
/s/ Douglas Coon, Chief Compliance Officer 05/13/2019
/s/ Douglas Coon, Chief Compliance Officer 05/13/2019
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.