SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
UNITED THERAPEUTICS Corp

(Last) (First) (Middle)
1040 SPRING STREET

(Street)
SILVER SPRING MD 20910

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2018
3. Issuer Name and Ticker or Trading Symbol
SteadyMed Ltd. [ STDY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 0(1)(2)(3) D(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. United Therapeutics Corporation ("United Therapeutics") is deemed to have beneficial ownership over the 11,517,741 shares of the Issuer held by OrbiMed Private Investments VI, L.P., OrbiMed Israel Partners II L.P., Brian Stark and Keith Bank (collectively, the "SteadyMed Shareholders", and such held shares, "SteadyMed Held Shares"), as a result of entering into those certain Voting Agreements, dated as of April 29, 2018, with each of the SteadyMed Shareholders, pursuant to which, in part, the SteadyMed Shareholders agreed to support the transactions contemplated by the Merger Agreement (as defined below) (the "Transactions"), including the Merger (as defined below), by voting all SteadyMed Held Shares in favor of the Transactions. The SteadyMed Shareholders also agreed not to enter into any voting agreement or voting trust or grant a proxy which is inconsistent with its obligations to vote in favor of the Transactions. (Continued in Footnote 2)
2. On April 29, 2018, an Agreement and Plan of Merger (the "Merger Agreement") was entered into by and among United Therapeutics, the Issuer and Daniel 24043 Acquisition Corp., a wholly owned subsidiary of United Therapeutics ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a subsidiary of United Therapeutics.
3. United Therapeutics does not have any pecuniary interest in any of the SteadyMed Held Shares and expressly disclaims beneficial ownership over the SteadyMed Held Share.
/s/ Paul A. Mahon, EVP, General Counsel and Corporate Secretary, United Therapeutics Corporation 05/07/2018
** 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 5 (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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