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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

(Amendment No. 1)*

     

Under the Securities Exchange Act of 1934

 

     

 

Milestone Pharmaceuticals, Inc.
(Name of Issuer)

 

 

Common Shares, no par value per share
(Title of Class of Securities)

 

 

59935V107
(CUSIP Number)

 

 

December 31, 2021
(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)

o Rule 13d-1(c)

o 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. 59935V107  SCHEDULE 13G Page 2 of 6 Pages

 

         
1

NAME OF REPORTING PERSONS

 

OrbiMed Capital LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

2,583,821

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

2,583,821

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,583,821

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.7%

12

TYPE OF REPORTING PERSON

 

IA

 

 

 

 

   

 

CUSIP No.  59935V107  SCHEDULE 13G Page 3 of 6 Pages

 

Item 1.   (a) Name of Issuer:

Milestone Pharmaceuticals, Inc.

    (b) Address of Issuer’s Principal Executive Offices:

1111 Dr. Frederik-Philips Boulevard

Suite 420

Montréal, Québec, Canada H4M 2X6

Item 2.   (a) Name of Person Filing:

OrbiMed Capital LLC

    (b) Address of Principal Business Office:

601 Lexington Avenue, 54th Floor

New York, NY 10022

    (c) Citizenship:

Please refer to Item 4 on the cover page for the Reporting Person.

    (d) Title of Class of Securities:

Common Shares, no par value per share

    (e) CUSIP No.:

59935V107

 

 

 

 

 

 

 

 

 

 

   

 

CUSIP No. 59935V107  SCHEDULE 13G Page 4 of 6 Pages

 

 

Item 3.      

OrbiMed Capital LLC (“Capital”) is an investment advisor in accordance with ss.240.13d-1(b)(1)(ii)(E).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

CUSIP No. 59935V107  SCHEDULE 13G Page 5 of 6 Pages

 

 

Item 4. Ownership:

Information with respect to the Reporting Person’s ownership as of December 31, 2021 is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 

The Reporting Person holds 8.7% of the shares in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from the 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. Capital exercises investment and voting power over the shares through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Common Stock reported herein.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

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 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.

 

 

 

 

 

 

 

 

   

 

CUSIP No. 59935V107  SCHEDULE 13G Page 6 of 6 Pages

 

 

SIGNATURES

 

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.

 

Dated: February 11, 2022

 

 

       
  OrbiMed Capital LLC
       
  By:  /s/ Carl L. Gordon
    Name:  Carl L. Gordon
    Title:  Member