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*
Bonita David P

(Last) (First) (Middle)
7000 SHORELINE COURT, SUITE 201

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tricida, Inc. [ TCDA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 11/15/2021 A 666,667 A $6(1) 10,280,947 I(2) By OrbiMed Private Investments V, LP(2)(3)
Common Stock 27,584(3)(4) D(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Warrants $11 11/15/2021 A 666,667 (5) (6) Common Stock 666,667 (1) 666,667 I(2) By OrbiMed Private Investments V, LP(2)(3)
Explanation of Responses:
1. These shares of common stock and these common warrants were acquired directly from Tricida, Inc. (the "Issuer") in a registered direct offering. For each share purchased in the registered direct offering, at a price of $6.00 per share of common stock, the purchaser received one warrant.
2. These securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the general partner of OPI V and OrbiMed Advisors LLC ("Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP V. By virtue of such relationships, GP V and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 V. The Reporting Person is a member of Advisors.
3. Each of the Reporting Person, GP V and Advisors 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 pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person, GP V or Advisors is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
4. Pursuant to an agreement with Advisors and GP V, the Reporting Person is obligated to transfer these securities, or the economic benefit thereof, to Advisors and GP V, which will in turn ensure that such securities or economic benefits are provided to OPI V.
5. The common warrants may be exercised for shares of common stock at any time on or after the date that is six months after the date of their issuance.
6. The expiration date is the earliest of: (a) the third anniversary of the date of their issuance, (b) immediately prior to the closing of a fundamental transaction or (c) the occurrence of certain other events. A "fundamental transaction" includes a consolidation or merger, the sale, transfer or other disposition of all or substantially all of the Issuer's properties or assets, the acquisition of more than 50% of the Issuer's outstanding common stock, any reorganization, recapitalization or reclassification of the Issuer's common stock or any person or group becoming the beneficial owner of 50% of the voting power represented by the Issuer's outstanding common stock.
Remarks:
/s/ Geoffrey M. Parker, attorney-in-fact 11/17/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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