OrbiMed Amends Stake in Enliven Therapeutics

TL;DR

OrbiMed updated its 13D filing for Enliven Therapeutics on 5/20/24.

AI Summary

OrbiMed Advisors LLC, along with affiliated entities, has amended its Schedule 13D filing regarding Enliven Therapeutics, Inc. The filing, dated May 20, 2024, indicates a change in beneficial ownership. OrbiMed Capital GP VII LLC, OrbiMed Capital LLC, and OrbiMed Genesis GP LLC are also listed as group members.

Why It Matters

This filing signals a potential shift in control or investment strategy by a significant stakeholder in Enliven Therapeutics, which could influence the company's future direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in investor sentiment or strategic intentions, which may impact stock price.

Key Players & Entities

• OrbiMed Advisors LLC (company) — Filing entity
• Enliven Therapeutics, Inc. (company) — Subject company
• OrbiMed Capital GP VII LLC (company) — Group member
• OrbiMed Capital LLC (company) — Group member
• OrbiMed Genesis GP LLC (company) — Group member

FAQ

Key Financial Figures

• $0.001 — relates to the common stock, par value $0.001 per share (the " Shares ") of Enliven T
• $22.14 — hare BIOG May 16, 2024 Sold 5,500 $22.14 GEN May 16, 2024 Sold 33,300 $22.

Filing Documents

• ss3408593_sc13da.htm (SC 13D/A) — 119KB
• ss3408593_ex9901.htm (EX-99.1) — 7KB
• 0000947871-24-000499.txt ( ) — 127KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 2 (" Amendment No. 2 ") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC originally filed with the Securities and Exchange Commission (the "SEC") on February 28, 2023 and amended by Amendment No. 1 thereto filed with the SEC on April 4, 2024. This Amendment No. 2 relates to the common stock, par value $0.001 per share (the " Shares ") of Enliven Therapeutics, Inc., a corporation organized under the laws of Delaware (the " Issuer "), with its principal executive offices located at 6200 Lookout Road, Boulder, Colorado 80301. The Shares are listed on the NASDAQ Global Select Market under the ticker symbol "ELVN". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. This Amendment No. 2 is being filed to report that the beneficial ownership of the outstanding Shares held by the Reporting Persons (as defined below) decreased by more than 1% as a result of the transactions described in Item 5(c) below.

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 2 is being filed by OrbiMed Advisors LLC (" OrbiMed Advisors "), OrbiMed Capital GP VII 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 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 Capital, OrbiMed GP, and OrbiMed Genesis are set forth on Schedules I, II, III, and IV, respectively, attached hereto. Schedules I, II, III, and IV set forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation of

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Not applicable.

Purpose of Transaction

Item 4. Purpose of Transaction 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 chang

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) - (b) The following disclosure is based upon 47,036,698 outstanding Shares as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024. As of the date of this filing, OrbiMed Private Investments VII, LP (" OPI VII "), a limited partnership organized under the laws of Delaware, holds 7,663,349 Shares constituting approximately 16.3% of the issued and outstanding Shares. OrbiMed GP is the general partner of OPI VII, pursuant to the terms of the limited partnership agreement of OPI VII, 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 VII 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 VII. OrbiMed Advisors exercises this investment and voting 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 OPI VII. As of the date of this filing, OrbiMed Genesis Master Fund, L.P. (" Genesis "), a limited partnership organized under the laws of the Cayman Islands, holds 254,814 Shares constituting approximately 0.5% 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 G

Contracts, Arrangements, Understandings or Relationships with

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 VII, pursuant to the terms of the limited partnership agreement of OPI VII. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI VII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VII. The number of outstanding Shares of the Issuer attributable to OPI VII is 7,663,349. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VII, may be considered to hold indirectly 7,663,349 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, 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 254,814. OrbiMed Genesis, pursuant to its authority under the limited partnership agreement of Genesis, may be considered to hold indirectly 254,814 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, 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 VII and OrbiMed Advisors and OrbiMed Gensis have discretionary investmen

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 1 Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC, OrbiMed Capital GP VII LLC, and OrbiMed Genesis GP LLC. 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: May 20, 2024 ORBIMED ADVISORS LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member ORBIMED CAPITAL GP VII 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 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 Peter A. Thompson Member Member OrbiMed Advisors LLC Matthew S. Rizzo 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 Capital LLC are set forth below. Unless otherwise not

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