ARS Pharmaceuticals Inc.

23/08/2024 | Press release | Distributed by Public on 23/08/2024 22:39

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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
2. Issuer Name and Ticker or Trading Symbol
ARS Pharmaceuticals, Inc. [SPRY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
601 LEXINGTON AVENUE , 54TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
NEW YORK NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022 		X

OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE, 54TH FLOOR

NEW YORK, NY10022 		X

ORBIMED CAPITAL LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022 		X

Signatures

/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC 2024-08-23
**Signature of Reporting Person Date
/s/ Carl L. Gordon, Member of OrbiMed Capital GP VI LLC 2024-08-23
**Signature of Reporting Person Date
/s/ Carl L. Gordon, Member of OrbiMed Capital LLC 2024-08-23
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) Represents the weighted average sale price of the shares of the Issuer's common stock sold, ranging from a low of $13.30 to a high of $13.925 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a securityholder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
(2) Represents the weighted average sale price of the shares of the Issuer's common stock sold, ranging from a low of $14.605 to a high of $14.615 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a securityholder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
(3) Represents the weighted average sale price of the shares of the Issuer's common stock sold, ranging from a low of $12.765 to a high of $13.475 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a securityholder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
(4) Represents the weighted average sale price of the shares of the Issuer's common stock sold, ranging from a low of $12.80 to a high of $13.20 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a securityholder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
(5) These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors LLC ("OrbiMed Advisors"). OrbiMed Advisors and OrbiMed Capital exercise 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 shares held by OPM.
(6) These securities are held of record by OPI VI - IP HoldCo LLC ("HoldCo"). OrbiMed Capital GP VI LLC ("GP VI") is the sole member of OrbiMed Private Investments VI - IP, LP, which is the sole member of OPI VI - IP TopCo LLC, the sole member of HoldCo. OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by HoldCo 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 HoldCo.
(7) These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). GP VI is the general partner of OPI VI, and OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI 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 VI.
(8) Each of OrbiMed Advisors, GP VI, and OrbiMed Capital 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. OrbiMed Advisors and GP VI have designated a representative, Peter Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. 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.
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