UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
ArQule, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
04269E107
(CUSIP Number)
September 12, 2003
(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)
[ ] 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. 04269E107
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: 992,100
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 992,100
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
992,100
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 4.23%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 04269E107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Capital 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: 992,100
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 992,100
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
992,100
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 4.23%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 04269E107
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: 992,100
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 992,100
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
992,100
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 4.23%
12. Type of Reporting Person (See Instructions) HC
CUSIP No. 04269E107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
UBS Eucalyptus Management, L.L.C.
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: 451,900
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 451,900
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
451,900
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 1.93%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 04269E107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
UBS Fund Advisor, L.L.C.
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: 451,900
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 451,900
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
451,900
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 1.93%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 04269E107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
PW Alternative Asset Management, 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: 451,900
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 451,900
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
451,900
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 1.93%
12. Type of Reporting Person (See Instructions) HC
Item 1. (a) Issuer: ArQule, Inc.
(b) Address:
19 Presidential Way
Woburn, MA 01801
Item 2. (a) Name of Person Filing:
OrbiMed Advisors LLC
OrbiMed Capital LLC
Samuel D. Isaly
UBS Eucalyptus Management, L.L.C.
UBS Fund Advisor, L.L.C.
PW Alternative Asset Management, Inc.
(b) Address of Principal Business Offices:
OrbiMed Advisors LLC
OrbiMed Capital LLC
Samuel D. Isaly
767 Third Avenue, 30th Floor
New York, New York 10017
UBS Eucalyptus Management, L.L.C.
UBS Fund Advisor, L.L.C.
PW Alternative Asset Management, Inc.
1285 Avenue of the Americas
New York, NY 10019
(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: 04269E107
Item 3. OrbiMed Advisors LLC, OrbiMed Capital LLC, UBS Eucalyptus Management
L.L.C. and UBS Fund Advisor, L.L.C. are investment advisors in
accordance with ss.240.13d-1(b)(1)(ii)(E). Samuel D. Isaly and PW
Alternative Asset Management, Inc. are control persons in accordance
with ss.240.13d-1(b)(1)(ii)(G). PW Alternative Asset Management, Inc.
is an indirect wholly owned subsidiary of UBS AG.
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
Reporting persons are holding 4.23% 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 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
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: September 24, 2003
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Capital 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
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: September 24, 2003
PW Alternative Asset Management, Inc.
By: /s/ Michael Mascis
----------------------------
Name: Michael Mascis
Title: Vice President
UBS Eucalyptus Management, L.L.C.
by UBS Fund Advisor, L.L.C.
its Managing Member
By: /s/ Michael Mascis
----------------------------
Name: Michael Mascis
Title: Vice President of PW
Alternative Asset Management, Inc.
UBS Fund Advisor, L.L.C.
By: /s/ Michael Mascis
----------------------------
Name: Michael Mascis
Title: Vice President of PW
Alternative Asset Management, Inc.