CUSIP No.
249827502
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1
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NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
0.0% (1)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IA, PN
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(1)
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Based on 28,269,225 shares of Common Stock outstanding as of November 8, 2016, as reported in the Issuer’s
Form 10-Q filed with the SEC on November 9, 2016.
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CUSIP No.
249827502
|
1
|
NAMES
OF REPORTING PERSONS
Baker Bros. Advisors (GP) 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
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING
POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.0% (1)
|
|
12
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TYPE
OF REPORTING PERSON (See Instructions)
HC, OO
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|
|
(1)
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Based on 28,269,225 shares of Common Stock outstanding as of November 8, 2016, as reported in the Issuer’s Form 10-Q
filed with the SEC on November 9, 2016.
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CUSIP No.
249827502
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1
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NAMES
OF REPORTING PERSONS
Felix J. Baker
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|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions)
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% (1)
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|
12
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TYPE OF REPORTING PERSON (See Instructions)
IN,
HC
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|
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(1)
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Based on 28,269,225 shares of Common Stock outstanding as of November 8, 2016, as reported in the Issuer’s Form 10-Q
filed with the SEC on November 9, 2016.
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CUSIP No.
249827502
|
1
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NAMES OF REPORTING PERSONS
Julian C. Baker
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
¨
(b)
¨
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|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
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SHARED DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
¨
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% (1)
|
|
12
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TYPE OF REPORTING PERSON (See Instructions)
IN,
HC
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|
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(1)
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Based on 28,269,225 shares of Common Stock outstanding as of November 8, 2016, as reported in the Issuer’s Form 10-Q
filed with the SEC on November 9, 2016.
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Amendment No. 5 to Schedule 13G
This Amendment No. 5 to Schedule 13G amends and supplements
the previously filed Schedules 13G filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC
(the “Adviser GP”), Felix J. Baker and Julian C. Baker. Except as supplemented herein, such statements, as heretofore
amended and supplemented, remain in full force and effect.
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Item 1(a)
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Name of Issuer:
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Derma Sciences, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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214 Carnegie Center, Ste. 300
Princeton, New Jersey 08540
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Item 2(a)
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Name of Person Filing:
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This Schedule 13G is being filed jointly by the Adviser, the
Adviser GP, Felix J. Baker and Julian C. Baker (collectively, the “Reporting Persons”).
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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The business address of each of
the Reporting Persons is:
c/o Baker Bros. Advisors LP
667 Madison Avenue, 21
st
Floor
New York, NY 10065
(212) 339-5690
The Adviser is a limited partnership organized under
the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware.
The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
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Item 2(d)
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Title of Class of Securities:
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Common Stock, par
value $0.01 per share
249827502
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:
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(a)
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¨
Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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¨
Bank as defined in section 3(a)(6) of the Exchange Act.
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(c)
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¨
Insurance company as defined in section 3(a)(19) of the Exchange Act.
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(d)
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¨
Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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x
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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x
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940.
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(j)
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¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Items 5 through 9 and 11 of each of the cover pages to this
Amendment No. 5 are incorporated herein reference. Set forth below is the aggregate number of shares of Common Stock of Derma Sciences,
Inc. (the “Issuer”) directly held by each of Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667,
L.P. (“667”, and together with Life Sciences, the “Funds”) and the percentage of the Issuer’s outstanding
shares of Common Stock such holdings represent. The information set forth below is based upon 28,269,225 shares of Common Stock
outstanding as of November 8, 2016, as reported on the Issuer’s Form 10-Q filed with the SEC on November 9, 2016. Such percentage
figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
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Name
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Number of Shares of Common Stock we own or have the right to acquire within 60 days
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Percent of Class Outstanding
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667, L.P.
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-
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0.0
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%
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Baker Brothers Life Sciences, L.P.
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-
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0.0
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%
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Total
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-
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0.0
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%
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Pursuant to the management agreements, as amended, among the
Adviser, the Funds and their respective general partners, the Funds’ respective general partners relinquished to the Adviser
all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the
Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over
investments.
The Adviser GP, Felix J. Baker and Julian C. Baker as principals
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds,
and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
The Reporting Persons disclaim beneficial ownership of the securities
held by each of the Funds, and this Amendment No. 5 shall not be deemed an admission that the Reporting Persons are the beneficial
owners of such securities for purposes of Section 13(d) or for any other purpose.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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
x
.
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Item 6.
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Ownership of More than Five Percent on Behalf of
Another Person.
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The information in Item 4 is incorporated herein by
reference.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
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The information in Item
4 is incorporated herein by reference.
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Item 8.
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Identification and Classification of Members of the Group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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N/A
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are 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.
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.
March 10, 2017
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BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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BAKER BROS. ADVISORS (GP) LLC
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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/s/ Julian C. Baker
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Julian C. Baker
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/s/ Felix J. Baker
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Felix J. Baker
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