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)
89 MEDINAT HAYEHUDIM ST
BUILDING E, 11TH FLOOR

(Street)
HERZLIYA L3 4614001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Novus Therapeutics, Inc. [ NVUS ]
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)
05/02/2019
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)
Code V Amount (A) or (D) Price
Common Stock 05/02/2019 P 646,204 A $3.1 3,183,314 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to Purchase Common Stock (3) 05/02/2019 P 646,204 05/02/2019 11/02/2020 Common Stock 646,204 (3) 646,204 I See Footnotes(1)(2)
Warrants to Purchase Common Stock (3) 05/02/2019 P 646,204 05/02/2019 05/02/2024 Common Stock 646,204 (3) 646,204 I See Footnotes(1)(2)
1. Name and Address of Reporting Person*
OrbiMed Israel GP Ltd.

(Last) (First) (Middle)
89 MEDINAT HAYEHUDIM ST
BUILDING E, 11TH FLOOR

(Street)
HERZLIYA L3 4614001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OrbiMed Israel BioFund GP Limited Partnership

(Last) (First) (Middle)
89 MEDINAT HAYEHUDIM ST

(Street)
HERZLIYA L3 4614001

(City) (State) (Zip)
Explanation of Responses:
1. These securities are owned directly by OrbiMed Israel Partners Limited Partnership ("OIP"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP, and OrbiMed Israel GP Ltd. ("OrbiMed Israel") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed Israel and OrbiMed BioFund may be deemed to have voting and investment power with respect to the securities held by OIP 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").
2. This report on Form 4 is jointly filed by OrbiMed Israel and OrbiMed BioFund. Each of the Reporting Persons 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. The Reporting Persons have designated a representative, currently Erez Chimovits, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
3. Warrants ("Warrants") to purchase shares of the Issuer's common stock ("Shares"). The Warrants are immediately exercisable and have an exercise price of $4.00 per Share.
/s/ Ryan A. Murr, as attorney-in-fact for OrbiMed Israel Partners GP Ltd. 05/06/2019
/s/ Ryan A. Murr, as attorney-in-fact for OrbiMed Israel BioFund GP Limited Partnership 05/06/2019
** 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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