Orbimed Advisors Llc - Sep 16, 2024 Form 3 Insider Report for Traws Pharma, Inc. (TRAW)

Role
10%+ Owner
Signature
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC
Stock symbol
TRAW
Transactions as of
Sep 16, 2024
Transactions value $
$0
Form type
3
Date filed
9/23/2024, 04:42 PM
Previous filing
Sep 12, 2024
Next filing
Sep 23, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TRAW Common Stock 602K Sep 16, 2024 See footnotes F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding TRAW Series C Preferred Stock Sep 16, 2024 Common Stock 676K See footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 16, 2024, the Issuer's Board of Directors approved a one-for-twenty-five reverse stock split, which was effective on September 20, 2024. All shares of the Issuer's common stock and all shares of the Issuer's Series C Non-Voting Convertible Preferred Stock ("Series C Preferred Stock") reported in this Form 3 are presented on an after-reverse stock split basis.
F2 These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII 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 W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VIII.
F3 Each of OrbiMed Advisors and GP VIII disclaim 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 such person or entity is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
F4 Each share of Series C Preferred Stock is convertible into 400 shares of the Issuer's common stock, subject to an issuance limitation that prohibits the holder from converting such shares of Series C Preferred Stock to the extent that after giving effect to the issuance of Shares after such conversion, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of 19.9% of the Shares outstanding.