SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OrbiMed Israel GP Ltd.

(Last)

(First)

(Middle)

C/O 9 METERS BIOPHARMA, INC.

8480 HONEYCUTT RD, STE 120

(Street)

RALEIGH

27615

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
9 METERS BIOPHARMA, INC. [ NMTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2021		X		12,500	A	$0.7	25,729,255	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	05/11/2021		X		19,444	A	$0.6216	25,748,699	I	See Footnotes (1)(2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	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 (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.7	05/11/2021		X		12,500		⁽³⁾	04/30/2030	Common Stock	12,500	$0	37,500	I	See Footnotes⁽²⁾⁽³⁾
Stock Option (right to buy)	$0.6216	05/11/2021		X		19,444		⁽⁴⁾	07/06/2030	Common Stock	19,444	$0	80,556	I	See Footnotes⁽²⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

OrbiMed Israel GP Ltd.

(Last)

(First)

(Middle)

C/O 9 METERS BIOPHARMA, INC.

8480 HONEYCUTT RD, STE 120

(Street)

RALEIGH

27615

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OrbiMed Israel BioFund GP Limited Partnership

(Last)

(First)

(Middle)

89 MEDINAT HAYEHUDIM ST., BUILDING E

(Street)

HERZLIYA

4614001

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares of the Issuer's common stock are held of record by Nissim Darvish ("Darvish"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OrbiMed Israel Partners Limited Partnership ("OIP"), and OrbiMed Israel GP Ltd. ("OrbiMed Israel GP") is the general partner of OrbiMed BioFund. Pursuant to an agreement with OrbiMed BioFund and OrbiMed Israel GP, Darvish is obligated to transfer these securities, or the economic benefit thereof, to OrbiMed BioFund and OrbiMed Israel GP, which will in turn ensure that such securities or economic benefits are provided to OIP.

2. This report is being jointly filed by OrbiMed BioFund. and OrbiMed Israel GP. Each of the Reporting Persons and Darvish disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such person or entity, including the Reporting Persons, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

3. This option was granted to Darvish on April 30, 2020 and vests in 36 monthly installments beginning April 30, 2020. Pursuant to an agreement with OrbiMed BioFund and OrbiMed Israel GP, Darvish is obligated to transfer these securities, or the economic benefit thereof, to OrbiMed BioFund and OrbiMed Israel GP, which will in turn ensure that such securities or economic benefits are provided to OIP.

4. This option was granted to Darvish on July 6, 2020 and vests in 36 monthly installments beginning July 6, 2020. Pursuant to an agreement with OrbiMed BioFund and OrbiMed Israel GP, Darvish is obligated to transfer these securities, or the economic benefit thereof, to OrbiMed BioFund and OrbiMed Israel GP, which will in turn ensure that such securities or economic benefits are provided to OIP.

	/s/ Douglas Coon, Chief Compliance Officer, OrbiMed Israel GP Ltd.	05/13/2021
	/s/ Douglas Coon, Chief Compliance Officer, OrbiMed Israel BioFund GP Limited	05/13/2021
	** Signature of Reporting Person	Date
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SEC Form 4 filed by OrbiMed Israel GP Ltd.