UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Alexion Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
015351109
(CUSIP Number)
December 31, 2001
(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)
[ ] 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. 015351109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Advisors Inc.
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 1,000,000
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 1,000,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 5.52%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 015351109
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 1,000,000
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 1,000,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 5.52%
12. Type of Reporting Person (See Instructions) CO
CUSIP No. 015351109
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 1,000,000
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 1,000,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 5.52%
12. Type of Reporting Person (See Instructions) IN
Item 1. (a) Issuer: Alexion Pharmaceuticals, Inc.
(b) Address: 352 Knotter Drive
Cheshire, Connecticut 06410
Item 2. (a) Name of Person Filing:
OrbiMed Advisors Inc.
OrbiMed Advisors LLC
Samuel D. Isaly
(b) Address of Principal Business Offices:
767 Third Avenue, 6th Floor
New York, New York 10010
(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: 015351109
Item 3. OrbiMed Advisors Inc. is an investment advisor in accordance with
Section 240.13d-1(b)(1)(ii)(E). Not applicable for OrbiMed Advisors
LLC or Samuel D. Isaly.
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each filing
separately
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.
Reporting persons acquired beneficial ownership of 5.52% 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 the proceeds from
the sale of, such securities.
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: February 15, 2002
OrbiMed Advisors Inc.
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: President
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the
ordinary course of business and 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: February 15, 2002
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
Samuel D. Isaly
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
EX-1.1 OTHERDOC
2
0002.txt
JOINT FILING AGREEMENT
Exhibit 1.1
----------
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G/A, dated
February 14, 2001, (the "Schedule 13G/A"), with respect to the Common Stock,
$.0001 par value, of Alexion Pharmaceuticals, Inc. is, and any amendments
thereto executed by each of us shall be, 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/A and each such amendment. Each of the
undersigned agrees to be responsible for the timely filing of the Schedule 13G/A
and any amendments thereto, 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 15th day of February, 2002
OrbiMed Advisors Inc.
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: President
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
EX-2.1 OTHERDOC
Statement of Control Person
Exhibit 2.1
----------
Statement of Control Person
The Statement on Schedule 13G/A dated February 15, 2002 with respect to the
common stock, $.0001 par value, of Alexion Pharmaceuticals, Inc. is filed by
Samuel D. Isaly in accordance with the provisions of Rule 13d-1(c) and Rule
13d-1(k) respectively as a control person (HC) of Orbimed Advisors LLC and
Orbimed Advisors Inc.
Orbimed Advisors Inc. files this statement on Schedule 13G/A in accordance with
the provisions of Rule 13d-1(b) and Rule 13d-1(k) respectively as an investment
advisor (IA) and Orbimed Advisors LLC files this statement on Schedule 13G/A in
accordance with the provisions or Rule 13d-1(c) and 13d-1(k) respectively as a
corporation (CO).