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OrbiMed cuts Enliven Therapeutics (ELVN) holdings to 9.5% of shares

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

OrbiMed Advisors LLC and affiliated entities filed Amendment No. 5 to their Schedule 13D on Enliven Therapeutics, Inc., reporting a reduction in beneficial ownership. They now report beneficial ownership of 6,774,507 Enliven common Shares, representing 9.5% of the 71,422,989 Shares outstanding as set out in the issuer’s June 12, 2026 Rule 424(b)(5) prospectus.

OPI VII holds 6,555,102 Shares, or about 9.2% of the class, while Genesis holds 219,405 Shares, or about 0.3%. On June 22, 2025, these funds and BIOG executed multiple open‑market sales at prices of $45.38 and $45.00 per Share. The filing states that the reporting persons may buy or sell additional Shares over time depending on market conditions and other factors but do not currently have specific plans for corporate control or strategic actions at the issuer.

Positive

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Shares outstanding 71,422,989 Shares Issuer’s outstanding Shares per Rule 424(b)(5) prospectus dated June 12, 2026
Total OrbiMed beneficial ownership 6,774,507 Shares (9.5%) Combined position reported by OrbiMed reporting persons
OPI VII holding 6,555,102 Shares (9.2%) OrbiMed Private Investments VII, LP position in Enliven
Genesis holding 219,405 Shares (0.3%) OrbiMed Genesis Master Fund, L.P. position in Enliven
OPI VII sale at $45.38 787,024 Shares at $45.38 Open‑market sale on June 22, 2025
OPI VII sale at $45.00 46,776 Shares at $45.00 Additional open‑market sale on June 22, 2025
Genesis sales on June 22, 2025 24,846 Shares at $45.38; 1,477 at $45.00 Genesis open‑market dispositions
BIOG sales on June 22, 2025 29,385 Shares at $45.38; 1,747 at $45.00 BIOG open‑market dispositions; BIOG now holds 0 Shares
beneficial ownership financial
"the beneficial ownership of the outstanding Shares that the Reporting Persons may be deemed to beneficially own decreased by more than 1%"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Schedule 13D regulatory
"Amendment No. 5 ("Amendment No. 5") to supplements and amends the Statement on of OrbiMed Advisors LLC"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Rule 424(b)(5) Prospectus regulatory
"based upon 71,422,989 outstanding Shares as set forth in the Issuer's Final Rule 424(b)(5) Prospectus filed with the SEC on June 12, 2026"
investment adviser financial
"OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940"
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
dispositive power financial
"Shared Dispositive Power 6,774,507.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
voting power financial
"Shared Voting Power 6,774,507.00"
Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How much of Enliven Therapeutics (ELVN) does OrbiMed now beneficially own?

OrbiMed Advisors and affiliates report beneficial ownership of 6,774,507 Enliven common Shares, equal to 9.5% of the 71,422,989 Shares outstanding. This stake is primarily held through OrbiMed Private Investments VII, LP and OrbiMed Genesis Master Fund, L.P., which OrbiMed entities manage.

Which OrbiMed funds hold Enliven Therapeutics (ELVN) Shares and in what amounts?

OrbiMed Private Investments VII, LP holds 6,555,102 Enliven Shares, representing about 9.2% of the class, while OrbiMed Genesis Master Fund, L.P. holds 219,405 Shares, representing about 0.3%. Together, these holdings total 6,774,507 Shares reported as beneficially owned by OrbiMed entities.

What Enliven Therapeutics (ELVN) stock sales did OrbiMed report in this amendment?

On June 22, 2025, OPI VII sold 833,800 Enliven Shares in total at prices of $45.38 and $45.00 per Share. On the same date, Genesis sold 26,323 Shares, and BIOG sold 31,132 Shares, at those same prices in open‑market transactions.

Why did OrbiMed file Amendment No. 5 to its Schedule 13D on Enliven (ELVN)?

Amendment No. 5 was filed because OrbiMed’s beneficial ownership of Enliven Shares decreased by more than 1%. The filing updates ownership percentages, details recent open‑market sales on June 22, 2025, and restates OrbiMed’s ability to buy or sell Shares based on future conditions.

Does OrbiMed indicate any plans to change control at Enliven Therapeutics (ELVN)?

The filing states OrbiMed may buy or sell Enliven Shares depending on business, market, and other factors, but it does not outline plans for mergers, asset sales, board changes, or other control actions. It specifically notes no current proposals for the corporate events typically listed in Schedule 13D.





29337E102

(CUSIP Number)
OrbiMed Advisors LLC
601 Lexington Avenue, 54th Floor
New York, NY, 10022
(212) 739-6400


OrbiMed Capital GP VII LLC
601 Lexington Avenue, 54th Floor
New York, NY, 10022
(212) 739-6400


OrbiMed Genesis GP LLC
601 Lexington Avenue, 54th Floor
New York, NY, 10022
(212) 739-6400


OrbiMed Capital LLC
601 Lexington Avenue, 54th Floor
New York, NY, 10022
(212) 739-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/22/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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).




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SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


ORBIMED ADVISORS LLC
Signature:/s/ Carl L. Gordon
Name/Title:Carl L. Gordon, Member
Date:06/22/2026
ORBIMED CAPITAL GP VII LLC
Signature:/s/ Carl L. Gordon
Name/Title:Carl L. Gordon, Member of OrbiMed Advisors LLC
Date:06/22/2026
ORBIMED GENESIS GP LLC
Signature:/s/ Carl L. Gordon
Name/Title:Carl L. Gordon, Member of OrbiMed Advisors LLC
Date:06/22/2026
ORBIMED CAPITAL LLC
Signature:/s/ Carl L. Gordon
Name/Title:Carl L. Gordon, Member
Date:06/22/2026