UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Prana Biotechnology Limited
(Name of Issuer)
Common Stock
(Title of Class of Securities)
(CUSIP Number)
June 4, 2004
(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)
[ ] Rule 13d-1(c)
[ ] 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).
CUSIP No.
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Advisors LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 11,337,244
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 11,337,244
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,337,244
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.99%
12. Type of Reporting Person (See Instructions) IA
CUSIP No.
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Capital LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 685,00
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 685,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
685,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0.57%
12. Type of Reporting Person (See Instructions) IA
CUSIP No.
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Samuel D. Isaly
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 11,337,244
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 11,337,244
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,337,244
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.99%
12. Type of Reporting Person (See Instructions) HC
Item 1. (a) Issuer: Prana Biotechnology Limited
(b) Address:
Level 1, 100 Dorcas Street
South Melbourne, Victoria 3205 Australia
Item 2. (a) Name of Person Filing:
OrbiMed Advisors LLC
OrbiMed Capital LLC
Samuel D. Isaly
(b) Address of Principal Business Offices:
767 Third Avenue, 30th Floor
New York, New York 10017
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common stock
(e) CUSIP Number:
Item 3. OrbiMed Advisors LLC and OrbiMed Capital LLC are investment advisors
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. Ownership
Please see Items 5 - 9 and 11 on each cover sheet for each filing
person
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Subject to the Ownership Limitation (defined below), as of the date
of this filing, the Reporting Persons may be deemed the beneficial
owner of: (i) 800,000 American Depositary Receipts representing
8,000,000 ordinary shares currently issuable to OrbiMed, (ii)
1,624,000 ordinary shares currently issuable to OrbiMed and (iii)
600,000 ADRs representing 6,000,000 ordinary shares currently
issuable to OrbiMed Advisors LLC and OrbiMed Capital LLC, both
Delaware limited liability companies ("OrbiMed") as noted on Items
5-9 on each cover sheet, upon the exercise of a certain warrant
(the "Warrant").
The number of ordinary shares into which the Warrant is convertible
is limited pursuant to the terms of the Warrant to that number of
ordinary shares which would result in OrbiMed having aggregate
beneficial ownership of not more than 9.99% of the total issued and
outstanding ordinary shares (the "Ownership Limitation").
Therefore, the percent of class beneficially owned by the Reporting
Persons is limited to 9.99%.
In accordance with the Ownership Limitation, as of the date of this
filing, the Reporting Persons may be deemed the beneficial owner of
9.99% ordinary shares. (Based on the Registration Statement filed
with the Securities and Exchange Commission and dated as of June 7,
2004, there were 113,485,924 ordinary shares issued and outstanding
as of that date).
Reporting persons are holding 9.99% 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 LLC hold shares on behalf of
Caduceus Capital Trust, Caduceus Capital II, L.P., UBS Eucalyptus
Fund, LLC, PaineWebber Eucalyptus Fund, Ltd., HFR SHC Aggressive
Fund, Knightsbridge Post Venture IV L.P., Knightsbridge Integrated
Holdings, V, LP, Knightsbridge Netherlands II, L.P., Knightsbridge
Integrated Holdings IV Post Venture, Knightsbridge Post Venture III,
LP, Knightsbridge Netherlands I LP, Knightsbridge Netherlands III LP,
Knightsbridge Integrated Holdings II Limited, Knightsbridge Venture
Capital IV, L.P. and Knightsbridge Venture Capital III LP.
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
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.
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.
Date: June 16, 2004
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Capital LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly