UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

LogicBio Therapeutics, Inc.

(Name of Issuer)

                     

COMMON STOCK

(Title of Class of Securities)

                   

54142F102

(CUSIP Number)

                       

OrbiMed Advisors LLC

OrbiMed Advisors Israel II Limited

OrbiMed Israel GP II, L.P.

OrbiMed Capital GP VI LLC

OrbiMed Capital LLC

OrbiMed Genesis GP 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)

                       

October 1, 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.  54142F102    

 

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                             

3,821,293

9

Sole Dispositive Power      

0

10

Shared Dispositive Power           

3,821,293

11

Aggregate Amount Beneficially Owned by Each Reporting Person                 

3,821,293

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)                    

12.0%*

14

Type of Reporting Person (See Instructions)                   

IA

         

 

* This percentage is calculated based upon 31,737,871 shares of common stock outstanding of LogicBio Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(5) Prospectus filed with the Securities and Exchange Commission (“SEC”) on October 2, 2020 and giving effect to the additional 1,050,000 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

 

   

 

CUSIP No. 54142F102    

 

1

Names of Reporting Persons.                   

OrbiMed Capital GP VI 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                

3,524,997

9

Sole Dispositive Power             

0

10

Shared Dispositive Power             

3,524,997

11

Aggregate Amount Beneficially Owned by Each Reporting Person             

3,524,997

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)             

11.1%*

14

Type of Reporting Person (See Instructions)             

OO

         

 

* This percentage is calculated based upon 31,737,871 shares of common stock outstanding of LogicBio Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(5) Prospectus filed with the Securities and Exchange Commission (“SEC”) on October 2, 2020 and giving effect to the additional 1,050,000 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

 

   

 

CUSIP No. 54142F102    
           
1

Names of Reporting Persons.               

OrbiMed Advisors Israel II Limited

 
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                    

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power            

0

 
8

Shared Voting Power           

4,126,972

 
9

Sole Dispositive Power             

0

 
10

Shared Dispositive Power           

4,126,972

 
11

Aggregate Amount Beneficially Owned by Each Reporting Person                 

4,126,972

 
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)             

13.0%*

 
14

Type of Reporting Person (See Instructions)              

OO

 
               

 

* This percentage is calculated based upon 31,737,871 shares of common stock outstanding of LogicBio Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(5) Prospectus filed with the Securities and Exchange Commission (“SEC”) on October 2, 2020 and giving effect to the additional 1,050,000 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

 

   

 

CUSIP No. 54142F102    
           
1

Names of Reporting Persons.              

OrbiMed Israel GP II, L.P.

 
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                  

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power            

0

 
8

Shared Voting Power                  

4,126,972

 
9

Sole Dispositive Power               

0

 
10

Shared Dispositive Power               

4,126,972

 
11

Aggregate Amount Beneficially Owned by Each Reporting Person               

4,126,972

 
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)                      

13.0%*

 
14

Type of Reporting Person (See Instructions)              

OO

 
               

 

 * This percentage is calculated based upon 31,737,871 shares of common stock outstanding of LogicBio Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(5) Prospectus filed with the Securities and Exchange Commission (“SEC”) on October 2, 2020 and giving effect to the additional 1,050,000 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

 

   

 

CUSIP No. 54142F102    
           
1

Names of Reporting Persons.              

OrbiMed Genesis GP 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                  

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power            

0

 
8

Shared Voting Power                  

296,296

 
9

Sole Dispositive Power               

0

 
10

Shared Dispositive Power               

296,296

 
11

Aggregate Amount Beneficially Owned by Each Reporting Person               

296,296

 
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)                      

0.9%*

 
14

Type of Reporting Person (See Instructions)              

OO

 
               

 

 * This percentage is calculated based upon 31,737,871 shares of common stock outstanding of LogicBio Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(5) Prospectus filed with the Securities and Exchange Commission (“SEC”) on October 2, 2020 and giving effect to the additional 1,050,000 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

 

   

 

CUSIP No. 54142F102    
           
1

Names of Reporting Persons.              

OrbiMed Capital 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                  

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power            

0

 
8

Shared Voting Power                  

518,518

 
9

Sole Dispositive Power               

0

 
10

Shared Dispositive Power               

518,518

 
11

Aggregate Amount Beneficially Owned by Each Reporting Person               

518,518

 
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)                      

1.6%*

 
14

Type of Reporting Person (See Instructions)              

OO

 
               

 

 * This percentage is calculated based upon 31,737,871 shares of common stock outstanding of LogicBio Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(5) Prospectus filed with the Securities and Exchange Commission (“SEC”) on October 2, 2020 and giving effect to the additional 1,050,000 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

   

 

Item 1.  Security and Issuer

 

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D supplements and amend the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., and OrbiMed Capital GP VI LLC (the “Statement”) originally filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2018. This Statement relates to the common stock, par value $0.0001 per share (the “Shares”) of LogicBio Therapeutics, Inc., a corporation organized under the laws of Delaware (the “Issuer”), with its principal executive offices located at 610 Main Street, 3rd Floor, Cambridge, Massachusetts 02139.  The Shares are listed on the NASDAQ Global Select Market under the ticker symbol “LOGC”. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

On October 1, 2020, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Barclays Capital Inc., and William Blair & Company, L.L.C. (the “Underwriters”), related to a public offering of 7,00,000 Shares at a price to the public of $6.00 per Share (the “Offering”). In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 1,050,000 Shares. The Offering closed on October 5, 2020.

Item 2. Identity and Background

 

(a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Advisors Israel II Limited (“OrbiMed Limited”), OrbiMed Israel GP II, L.P. (“OrbiMed Israel”), OrbiMed Capital GP VI LLC (“OrbiMed GP”), OrbiMed Genesis GP LLC (“OrbiMed Genesis”), and OrbiMed Capital LLC (“OrbiMed Capital”) (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 Limited, a corporation organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Limited has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed Israel, a limited partnership organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Israel 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.

 

OrbiMed Genesis, 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 Genesis has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed Capital, 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 investment adviser of certain entities as more particularly described in Item 6 below.  OrbiMed Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

The directors and executive officers of OrbiMed Advisors, OrbiMed Limited, OrbiMed Israel, OrbiMed GP, OrbiMed Genesis, and OrbiMed Capital are set forth on Schedules I, II, III, IV, V, and VI, respectively, attached hereto.  Schedules I, II, III, IV, V, and VI 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 IV 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

 

On and prior to the close of October 1, 2020, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OrbiMed Private Investments VI, LP (“OPI VI”), as more particularly referred to in Item 6 below, caused OPI VI to purchase 545,974 Shares in the Offering.

 

On and prior to the close of October 1, 2020, OrbiMed Limited and OrbiMed Israel, pursuant to their authority under the limited partnership agreement of OrbiMed Israel Partners II, L.P. (“OIP II”), as more particularly referred to in Item 6 below, caused OIP II to purchase 639,212 Shares in the Offering.

 

On and prior to the close of October 1, 2020, OrbiMed Advisors and OrbiMed Genesis, pursuant to their authority under the limited partnership agreement of OrbiMed Genesis Master Fund, L.P. (“Genesis”), as more particularly referred to in Item 6 below, caused Genesis to purchase 296,296 Shares in the Offering.

 

On and prior to the close of October 1, 2020, OrbiMed Capital, as the investment advisor to The Biotech Growth Trust PLC (“BIOG”), as more particularly referred to in Item 6 below, caused BIOG to purchase 518,518 Shares in the Offering.

 

The source of funds for such purchases was the working capital of OPI VI, OIP II, Genesis, and BIOG.

 

 

Item 4.  Purpose of Transaction

 

This statement relates to the acquisition of Shares by the Reporting Persons. The Shares acquired by the Reporting Persons were acquired 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 Schedule 13D, 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 31,737,871 outstanding Shares of the Issuer, as set forth in the Issuer’s Rule 424(b)(5) Prospectus filed with the Securities and Exchange Commission on October 2, 2020.

 

As of the date of this filing, OIP II, a limited partnership organized under the laws of the Cayman Islands, holds 4,126,972 Shares constituting approximately 13.0% of the issued and outstanding Shares.  OrbiMed Israel is the general partner of OIP II pursuant to the terms of the limited partnership agreement of OIP II, and OrbiMed Limited is the general partner of OrbiMed Israel pursuant to the terms of the limited partnership agreement of OrbiMed Israel.  As a result, OrbiMed Israel and OrbiMed Limited share the power to direct the vote and disposition of the Shares held by OIP II, and both OrbiMed Israel and OrbiMed Limited may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OIP II.  OrbiMed Limited exercises this investment power through an investment committee (the “Committee”) comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits each of whom disclaims beneficial ownership of the Shares held by OIP II.

 

As of the date of this filing, OPI VI, a limited partnership organized under the laws of Delaware, holds 3,524,997 Shares constituting approximately 11.1% of the issued and outstanding Shares.  OrbiMed GP is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, 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 VI 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 VI.  Each of OrbiMed Advisors and OrbiMed GP disclaims any beneficial ownership over the shares of the other Reporting Persons.  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 VI.

 

As of the date of this filing, Genesis, a limited partnership organized under the laws of the Cayman Islands, holds 296,296 Shares constituting approximately 0.9% of the issued and outstanding Shares.  OrbiMed Genesis is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis, and OrbiMed Advisors is the managing member of OrbiMed Genesis, pursuant to the terms of the limited liability company agreement of OrbiMed Genesis.  As a result, OrbiMed Advisors and OrbiMed Genesis share power to direct the vote and disposition of the Shares held by Genesis and may be deemed, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by Genesis. 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 Genesis.

 

As of the date of this filing, BIOG, a publicly-listed investment trust organized under the laws of England, holds 518,518 Shares constituting approximately 1.6% of the issued and outstanding Shares.  OrbiMed Capital is the investment advisor of BIOG. As a result, OrbiMed Capital has the power to direct the vote and disposition of the Shares held by BIOG and may be deemed directly or indirectly, including by reason of mutual affiliation, to be the beneficial owner of the Shares held by BIOG.  OrbiMed Capital disclaims any beneficial ownership over the shares of the other Reporting Persons.  OrbiMed Capital 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 BIOG.

 

   

 

(c) Except as disclosed in Item 3, the Reporting Persons have not effected any transactions 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 VI, pursuant to the terms of the limited partnership agreement of OPI VI.  Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose of securities held by OPI VI.  The number of outstanding Shares of the Issuer attributable to OPI VI is 3,524,997. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 3,524,997 Shares.

 

OrbiMed Genesis is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis.  Pursuant to this agreement and relationship, OrbiMed Genesis has discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power to vote and otherwise dispose of securities held by Genesis.  The number of outstanding Shares of the Issuer attributable to Genesis is 296,296. OrbiMed Genesis, pursuant to its authority under the limited partnership agreement of Genesis, may be considered to hold indirectly 296,296 Shares.

 

OrbiMed Advisors is the managing member of OrbiMed GP and OrbiMed Genesis, pursuant to the terms of the limited liability company agreements of OrbiMed GP and OrbiMed Genesis. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI VI.  OrbiMed Advisors and OrbiMed Genesis have discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI VI and the power of OrbiMed Genesis to vote and otherwise dispose of the securities held by Genesis.  The number of outstanding Shares attributable to OPI VI is 3,524,997 Shares and the number of Shares attributed to Genesis is 296,296 Shares.  OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreements of OrbiMed GP and OrbiMed Genesis, may also be considered to hold indirectly 3,821,293 Shares.

 

OrbiMed Israel is the general partner of OIP II pursuant to the terms of the limited partnership agreement of OIP II. OrbiMed Limited is the general partner of OrbiMed Israel pursuant to the terms of the limited partnership agreement of OrbiMed Israel.  Pursuant to these agreements and relationships, OrbiMed Israel has discretionary investment management authority with respect to the assets of OIP II and such discretionary investment management authority is exercised through OrbiMed Limited by action of the committee. Such authority includes the power to vote and otherwise dispose of securities held by OIP II. The number of outstanding Shares of the Issuer attributable to OIP II is 4,126,972.  OrbiMed Israel, as the general partner of OIP II, may be considered to hold indirectly 4,126,972 Shares, and OrbiMed Limited, as the general partner of OrbiMed Israel, may be considered to hold indirectly 4,126,972 Shares.

 

OrbiMed Capital is the investment advisor to BIOG. OrbiMed Capital may be deemed to have voting and investment power over the securities held by BIOG. Such authority includes the power of OrbiMed Capital to vote and otherwise dispose of securities held by BIOG.  The number of outstanding Shares attributable to BIOG is 518,518 Shares. OrbiMed Capital, as the investment advisor to BIOG, may also be considered to hold indirectly 518,518 Shares.

 

   

 

OPI VI and OIP II have designated a representative, Erez Chimovits (“Chimovits”), to serve on the Board of Directors of the Issuer and, accordingly, OrbiMed Advisors, OrbiMed GP, OrbiMed Israel, and OrbiMed Limited may have the ability to affect and influence control of the Issuer. From time to time, Chimovits may receive stock options or other awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee directors. Pursuant to an agreement with OrbiMed Advisors, OrbiMed GP, OrbiMed Israel, and OrbiMed Limited, Chimovits is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to the Reporting Persons, which will in turn ensure that such securities or economic benefits are provided to OPI VI and OIP II.

 

Investors Rights Agreement

OPI VI and certain other stockholders of the Issuer entered into an amended and restated investors’ rights agreement with the Issuer (the “Investors Rights Agreement”), dated as of June 19, 2017. Pursuant to the Investor Rights Agreement and subject to the terms and conditions therein, the parties agreed that:

 

Registration Rights

Following the closing of the IPO, the holders of a certain number of Shares, or their transferees, will be entitled to the registration rights set forth below with respect to registration of the resale of such shares under the Securities Act pursuant to the Investors Rights Agreement.

 

Demand Registration Rights

 

At any time beginning six months following the effectiveness of the IPO, the holders of 60% or more of the registrable securities then outstanding of the Issuer may make a written request that the Issuer register some or all of their registrable securities, subject to certain specified conditions and exceptions. The Issuer is required to use commercially reasonable efforts to effect the registration and will pay all registration expenses, other than underwriting discounts and commissions, related to any demand registration. The Issuer is not obligated to effect more than one of these registrations in any 12-month period.

 

Form S-3 Registration Rights

 

Pursuant to the Investor Rights Agreement, at any time after the Issuer is qualified to file a registration statement on Form S-3 under the Securities Act, and subject to limitations and conditions specified in the Investors Rights Agreement, a holder may make a written request that the Issuer prepare and file a registration statement on Form S-3 covering their shares, so long as the aggregate price to the public, net of any underwriters’ discounts and commissions, is less than $1,000,000. The Issuer is not obligated to effect more than one of these Form S-3 registrations in any 12-month period.

Piggyback Registration Rights

Pursuant to the Investors’ Rights Agreement, if the Issuer registers any of its securities either for its own account or for the account of other security holders, the holders of Shares are entitled to include their Shares in the registration. Subject to certain exceptions contained in the Investors’ Rights Agreement, the Issuer and the underwriters may limit the number of Shares included in any such offering under certain circumstances.

Lock-Up Agreement

In connection with the Offering, OPI VI, OIP II, Mr. Chimovits, and certain other stockholders entered into Lock-Up Agreements with the Issuer’s underwriters. Pursuant to its Lock-Up Agreement, OPI VI, OIP II, and Mr. Chimovits agreed that they will not, during the period ending 90 days after the date of the prospectus used in connection with the Offering (the “Lock-Up Period”), directly or indirectly (1) sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any Shares or securities convertible into or exercisable or exchangeable for Shares with respect to which they have or have acquired the power of disposition or (2) enter into any swap or other agreement that transfers, in whole or in part, the economic risk of ownership of any such Shares.

 

   

 

After the Lock-Up Period expires, the Shares held by OPI VI, OIP II and Mr. Chimovits will be eligible for sale in the public market, subject to any applicable limitations under Rule 144 under the Securities Act, and other applicable U.S. securities laws.

The foregoing descriptions of the Investors’ Rights Agreement and the Lock-Up Agreement does not purport to be complete and are qualified in their entirety by reference to the full text of the Investors’ Rights Agreement and the Form of Lock-Up Agreement, which are filed as Exhibits 2 and 3 and incorporated herein by reference.

Other than as described in this Amendment No. 1, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

 

     

Item 7.  Material to Be Filed as Exhibits

 

 

Exhibit Description
1. Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., OrbiMed Capital LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital GP VI LLC.
2. Investors’ Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of June 19, 2017 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC 333-227523), filed with the SEC on September 25, 2018).
3. Form of Lock-Up Agreement

 

 

 

 

 

 

 

   

 

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: October 6, 2020 ORBIMED ADVISORS LLC  
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member  
       
  ORBIMED ADVISORS ISRAEL II LIMITED  
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Director  
       
  ORBIMED ISRAEL GP II, L.P.  
       
  By: ORBIMED ADVISORS ISRAEL II LIMITED, its general partner
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Director of OrbiMed Advisors Israel II Limited  
       
  ORBIMED CAPITAL GP VI LLC  
       
  By: ORBIMED ADVISORS LLC, its managing member
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member of OrbiMed Advisors LLC  
       
  ORBIMED GENESIS GP LLC  
       
  By: ORBIMED ADVISORS LLC, its managing member  
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member of OrbiMed Advisors LLC  
       
  ORBIMED CAPITAL LLC  
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member  
       

 

 

   

 

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 Member

Member

OrbiMed Advisors LLC

     
David P. Bonita Member

Member

OrbiMed Advisors LLC

     
Trey Block

Chief Financial Officer

 

Chief Financial Officer

OrbiMed Advisors LLC

     
     

 

 

 

 

 

 

 

 

   

 

SCHEDULE II

 

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors Israel II Limited 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 Director

Director

OrbiMed Advisors Israel II Limited

     
Jonathan T. Silverstein Director

Director

OrbiMed Advisors Israel II Limited

 

Nissim Darvish

Israeli Citizen

Director

Director

OrbiMed Advisors Israel II Limited

 

Anat Naschitz

Israeli Citizen

Director

Director

OrbiMed Advisors Israel II Limited

     

Erez Chimovits

Israeli Citizen

Director

Director

OrbiMed Advisors Israel II Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

SCHEDULE III

 

 

The business and operations of OrbiMed Israel GP II, L.P. are managed by the executive officers and directors of its sole general partner, OrbiMed Advisors Israel II Limited, set forth on Schedule II attached hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

SCHEDULE IV 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

   

 

SCHEDULE V

 

The names and present principal occupations of each of the executive officers and directors of OrbiMed Capital 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 Capital LLC

     

Sven H. Borho

German and Swedish Citizen

Member

Member

OrbiMed Capital LLC

     
Jonathan T. Silverstein Member

Member

OrbiMed Capital LLC

     
W. Carter Neild Member

Member

OrbiMed Capital LLC

     
Geoffrey C. Hsu Member

Member

OrbiMed Capital LLC

     
C. Scotland Stevens Member

Member

OrbiMed Capital LLC

     
David P. Bonita Member

Member

OrbiMed Capital LLC

     
Trey Block

Chief Financial Officer

 

Chief Financial Officer

OrbiMed Capital LLC

     

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 SCHEDULE VI 

 

The business and operations of OrbiMed Genesis GP 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, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., OrbiMed Capital LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital GP VI LLC.
2. Investors’ Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of June 19, 2017 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC 333-227523), filed with the SEC on September 25, 2018).
3. Form of Lock-Up Agreement.

 

 

 

 

 

 

 

 

 

 

 

 

 

   

Exhibit 1

JOINT FILING AGREEMENT

                 

 The undersigned hereby agree that the Statement on Schedule 13D, dated October 6, 2020, with respect to the ordinary shares of LogicBio Therapeutics, 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 6th day of October 2020.

 

  ORBIMED ADVISORS LLC  
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member  
       
  ORBIMED ADVISORS ISRAEL II LIMITED  
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Director  
       
  ORBIMED ISRAEL GP II, L.P.  
       
  By: ORBIMED ADVISORS ISRAEL II LIMITED, its general partner
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Director of OrbiMed Advisors Israel II Limited  
       
  ORBIMED CAPITAL GP VI LLC  
       
  By: ORBIMED ADVISORS LLC, its managing member
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member of OrbiMed Advisors LLC  
       
  ORBIMED GENESIS GP LLC  
       
  By: ORBIMED ADVISORS LLC, its managing member  
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member of OrbiMed Advisors LLC  

 

   

 

       
  ORBIMED CAPITAL LLC  
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member  
       

                      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

Form of Lock-up Agreement

 

__________, 2020

 

Jefferies LLC
Barclays Capital Inc.

William Blair & Company, L.L.C.

As Representatives of the Several Underwriters

 

c/o Jefferies LLC
520 Madison Avenue

New York, New York 10022

 

c/o Barclays Capital Inc.
745 Seventh Avenue

New York, New York 10019

 

c/o William Blair & Company, L.L.C.
150 N. Riverside Plaza

Chicago, Illinois 60606

 

RE:      LogicBio Therapeutics, Inc. (the “Company”)

Ladies & Gentlemen:

The undersigned is an executive officer or director of the Company or owner of shares of common stock, par value $0.0001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Jefferies LLC (“Jefferies”), Barclays Capital Inc. and William Blair & Company, L.L.C. will act as the representatives of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering.

 

Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this letter agreement. Those definitions are a part of this letter agreement.

 

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and will cause any Family Member not to), without the prior written consent of [Jefferies], which may withhold [its] consent in [its] sole discretion:

 

·Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member,
   

 

·enter into any Swap,
·make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or
·publicly announce any intention to do any of the foregoing.

The foregoing will not apply to:

(a)  the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement;

 

(b)  the transfer or disposition of Shares or Related Securities (i) by a bona fide gift or charitable contribution, (ii) by will or intestate succession, (iii) to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (iv) if the undersigned is a corporation, limited liability company, partnership or other business entity, (x) to another corporation, limited liability company, partnership or other business entity that controls, is controlled by or is under common control with the undersigned and such transfer is not for value or (y) to limited partners, members, stockholders or other equityholders of the undersigned or (v) if the undersigned is a trust, transfers to a trustor or beneficiary of the trust,

 

provided, however, that in any such case, it shall be a condition to such transfer or disposition that:

 

·each donee, transferee or distributee executes and delivers to the Representatives an agreement stating that such donee, transferee or distributee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement, and
·prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor, transferee, distributor or distributee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer or distribution;

(c)  the transfer or disposition of Shares or Related Securities by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement provided, however that any required filing under the Exchange Act must specify that such transfer or disposition occurred by operation of law or pursuant to a qualified domestic order or in connection with a divorce settlement, as the case may be;

(d)  transactions relating to Shares or Related Securities acquired in the Offering or in open market transactions after the completion of the Offering, provided that no public disclosure or filing under the Exchange Act reporting a reduction in beneficial ownership shall be required, or made voluntarily, during the Lock-up Period in connection with any subsequent transfer or distribution;

   

 

(e)  the transfer or disposition of Shares or Related Securities upon the exercise of a stock option granted under a stock incentive plan or stock purchase plan described in the Company’s registration statement related to the Offering by the undersigned, and the receipt by the undersigned from the Company of Shares upon such exercise, insofar as such option is outstanding prior to the date of the Offering, provided that the underlying Shares shall continue to be subject to the restrictions on transfer set forth in this letter agreement and provided, further that, if required or made voluntarily, any public report or filing under Section 16 of the Exchange Act shall include a footnote thereto that the filing relates to the exercise of a stock option, that no shares were sold by the reporting person and that the shares received upon exercise of the stock option are subject to a lock-up agreement with the Underwriters of the Offering;

(f)   the transfer of Shares or Related Securities upon a vesting event of the Company’s securities on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise, provided that such securities were granted pursuant to a stock incentive plan, stock purchase plan or a contractual employment arrangement described in the Company’s registration statement related to the Offering and, provided further, that no public disclosure or filing under the Exchange Act reporting a disposition of Shares shall be required, or made voluntarily, in connection with such vesting or exercise during the Lock-up Period, other than a public report or filing under Section 16 of the Exchange Act that includes a footnote thereto that any such disposition of shares was made solely to satisfy the undersigned’s tax withholding obligations;

(g)  the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that (i) such plan does not provide for the transfer of Shares during the Lock-up Period and (ii) no public disclosure or filing under the Exchange Act regarding the entry into such plan shall be required, or made voluntarily, during the Lock-up Period;

(h)  the transfer of Shares or Related Securities to the Company pursuant to agreements under which the Company has the option to repurchase shares or shares are forfeited upon termination of service of the undersigned; or

(i)  the transfer of Shares or Related Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction involving a Change of Control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Shares or such other securities in connection with any such transaction, or vote any securities in favor of any such transaction), provided that if the tender offer, merger, consolidation or other such transaction is not completed, the Shares owned by the undersigned shall remain subject to the restrictions contained in this letter agreement.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned and the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions.

 

With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering.

   

 

The undersigned confirms that the undersigned has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action.

 

Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the underwriters.

 

This letter agreement (and for the avoidance of doubt, the Restricted Period described herein) and related restrictions shall automatically terminate and become null and void upon the earliest to occur, if any, of (i) the Company, on the one hand, or Jefferies, on the other hand, notifying the other in writing that it does not intend to proceed with the Offering, (ii) the Company files an application to withdraw the registration statement related to the Offering, (iii) the Underwriting Agreement is not executed on or before October 31, 2020, or (iv) the Underwriting Agreement (other than the provisions thereof that survive termination) terminates or is terminated prior to the First Closing Date (as defined in the Underwriting Agreement).

 

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Offering of the Shares and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate.

 

The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.

 

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

[signature page follows]

 

 

 

 

   

 

 

  Very truly yours,
   
   
  [UNDERSIGNED
   
       
       
  By:  
    Name:    
    Title:  

 

 

 

 

 

 

 

 

 

   

 

Certain Defined Terms
Used in Lock-up Agreement

 

 

For purposes of the letter agreement to which this Annex A is attached and of which it is made a part:

 

·Call Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) under the Exchange Act.
·Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an Underwriter pursuant to the Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold 90% of the outstanding voting securities of the Company (or the surviving entity) and for the avoidance of doubt, the Offering is not a Change of Control.
·Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
·Family Member” shall mean the spouse of the undersigned, an immediate family member of the undersigned or an immediate family member of the undersigned’s spouse, in each case living in the undersigned’s household or whose principal residence is the undersigned’s household (regardless of whether such spouse or family member may at the time be living elsewhere due to educational activities, health care treatment, military service, temporary internship or employment or otherwise). “Immediate family member” as used above shall have the meaning set forth in Rule 16a-1(e) under the Exchange Act.
·Lock-up Period” shall mean the period beginning on the date hereof and continuing through the close of trading on the date that is 90 days after the date of the Prospectus (as defined in the Underwriting Agreement).
·Put Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) under the Exchange Act.
·Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into Shares.
·Securities Act” shall mean the Securities Act of 1933, as amended.
·Sell or Offer to Sell” shall mean to:
sell, offer to sell, contract to sell or lend,

 

effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position

 

pledge, hypothecate or grant any security interest in, or
   

 

in any other way transfer or dispose of,

 

in each case whether effected directly or indirectly.

·Swap” shall mean any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise.

Capitalized terms not defined in this Annex A shall have the meanings given to them in the body of this lock-up agreement.