Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
Insulet
Corporation
(Name of Issuer)
Common
Stock
(Title of Class of
Securities)
45784P101
(CUSIP Number)
October
13, 2008
(Date of Event which Requires Filing
of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
x Rule
13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
x Rule 13d-1(c)
o Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The
information required in 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).
Page
1
|
CUSIP
No. 45784P101
|
SCHEDULE
13G
|
|
|
1
|
NAMES OF
REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Samuel
D. Isaly
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
||
|
6
|
SHARED
VOTING POWER
1,818,805
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
1,818,805
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,818,805
|
|||
|
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.26%
|
|||
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
|||
Page
2
|
CUSIP
No. 45784P101
|
SCHEDULE
13G
|
|
|
1
|
NAMES OF
REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
||
|
6
|
SHARED
VOTING POWER
129,785
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
129,785
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,785
|
|||
|
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.45%
|
|||
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IA
|
|||
Page
3
|
CUSIP
No. 45784P101
|
SCHEDULE
13G
|
|
|
1
|
NAMES OF
REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
OrbiMed
Capital GP II LLC
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
||
|
6
|
SHARED
VOTING POWER
1,689,020
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
1,689,020
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,689,020
|
|||
|
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.82%
|
|||
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
|||
Page
4
|
Item
1(a).
|
Name
of Issuer:
|
Insulet
Corporation
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
9 Oak
Park Drive
Bedford,
Massachusetts 01730
|
Item
2(a).
|
Name
of Person Filing:
|
Samuel D.
Isaly
OrbiMed
Advisors LLC
O
rbiMed
Capital GP II LLC
|
Item
2(b).
|
Address
of Principal Business Office or, if none,
Residence:
|
767 Third
Avenue, 30th
Floor
New York,
New York 10017
|
Item
2(c).
|
Citizenship:
|
Please
refer to Item 4 on each cover sheet for each reporting person.
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock
|
Item
2(e).
|
CUSIP
Number:
|
45784P101
Page
5
Item
3. OrbiMed Advisors LLC is an investment advisor
in accordance with ss.240.13d-1(b)(1)(ii)(E). Samuel D. Isaly is a
control person in accordance with ss.240.13d-1(b)(1)(ii)(G).
|
Item 4.
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Ownership.
|
|
|
(a)
|
Amount
Beneficially Owned: See Item 9 of each coversheet for each
reporting person
|
|
|
(b)
|
Percent
of Class: See Item 11 of each coversheet for each reporting
person
|
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(i)
|
sole
power to vote or to direct the vote
|
See
Item 5 of each coversheet for each reporting person
|
|
|
(ii)
|
shared
power to vote or to direct the vote
|
See
Item 6 of each coversheet for each reporting person
|
|
| (iii) | sole power to dispose or to direct the disposition of |
See
Item 7 of each coversheet for each reporting
person
|
|
| (iv) | shared power to dispose or to direct the disposition of |
See
Item 8 of each coversheet for each reporting
person
|
|
Item 5.
|
Ownership
of Five Percent or Less of a Class.
|
If this
statement is being filed to report that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following o.
|
Item 6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Reporting
persons are holding 6.26% (0.45% in the case of OrbiMed Advisors LLC and 5.82%
in the case of OrbiMed Capital GP II LLC) of the securities on behalf of other
persons who have the right to receive or the power to direct the receipt of
dividends from, or proceeds from sale of, such securities. No one
such other person's interest in the securities whose ownership is reported here
relates to more than five percent of the class.
OrbiMed
Advisors LLC and OrbiMed Capital GP II LLC hold shares on behalf of Caduceus
Private Investments II, LP (1,228,915 shares), Caduceus Private Investments II
(QP), LP (460,105 shares), and UBS Juniper Crossover Fund, LLC
(129,785 shares).
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company.
|
Not
applicable
|
Item 8.
|
Identification
and Classification of Members of the
Group.
|
Not
applicable
|
Item 9.
|
Notice
of Dissolution of Group.
|
Not
applicable
Page
6
|
Item 10.
|
Certification.
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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 30, 2008 | ||||
| SAMUEL D. ISALY | ||||
|
|
By: | /s/ Samuel D. Isaly | ||
| Samuel D. Isaly | ||||
| ORBIMED ADVISORS LLC | ||||
|
|
By: | /s/ Samuel D. Isaly | ||
| Samuel D. Isaly | ||||
| Managing Member | ||||
| ORBIMED CAPITAL GP II LLC | ||||
|
|
By: | /s/ Samuel D. Isaly | ||
| Samuel D. Isaly | ||||
| Managing Member | ||||
Page
7
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the Statement on Schedule 13G, dated October 30,
2008, (the “Schedule 13G”), with respect to the Common Stock, $.001 par value
per share, of Insulet Corp. is filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities and
Exchange Act of 1934, as amended, and that this Agreement shall be included as
an Exhibit to the Schedule 13G. Each of the undersigned agrees to be
responsible for the timely filing of the Schedule 13G 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
30th day of October, 2008.
| SAMUEL D. ISALY | ||||
|
|
By: | /s/ Samuel D. Isaly | ||
| Samuel D. Isaly | ||||
| ORBIMED ADVISORS LLC | ||||
|
|
By: | /s/ Samuel D. Isaly | ||
| Samuel D. Isaly | ||||
| Managing Member | ||||
| ORBIMED CAPITAL GP II LLC | ||||
|
|
By: | /s/ Samuel D. Isaly | ||
| Samuel D. Isaly | ||||
| Managing Member | ||||
Page
8
STATEMENT
OF CONTROL PERSON
The
Statement on this Schedule 13G dated October 30, 2008 with respect to the Common
Stock, $.001 par value per share, of Insulet Corp. is filed by Samuel D. Isaly
in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k) as control
person (HC) of OrbiMed Advisors LLC and OrbiMed Capital GP II LLC.
OrbiMed
Advisors LLC files this statement on Schedule 13G in accordance with the
provisions of Rule 13d-1(b) and Rule 13d-1(k), as an investment advisor
(IA).
OrbiMed
Capital GP II LLC files this statement on Schedule 13G in accordance with the
provisions of Rule 13d-1(c) and Rule 13d-1(k).
Page 9