Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ORBIMED ADVISORS LLC
  2. Issuer Name and Ticker or Trading Symbol
AMBIT BIOSCIENCES CORP [AMBI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
601 LEXINGTON AVENUE, 54TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2013
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value per share 05/20/2013   P   10,500 A $ 6.7773 (1) 10,807 I See Footnotes (6) (7) (9)
Common Stock, $0.001 par value per share 05/20/2013   P   100 A $ 6.7773 (2) 102 I See Footnotes (8) (9)
Common Stock, $0.001 par value per share 05/21/2013   C   367,315 A (3) 378,122 I See Footnotes (6) (7) (9)
Common Stock, $0.001 par value per share 05/21/2013   C   3,498 A (3) 3,600 I See Footnotes (8) (9)
Common Stock, $0.001 par value per share 05/21/2013   C   219,863 A (4) 597,985 I See Footnotes (6) (7) (9)
Common Stock, $0.001 par value per share 05/21/2013   C   2,094 A (4) 5,694 I See Footnotes (8) (9)
Common Stock, $0.001 par value per share 05/21/2013   C   181,689 A (5) 779,674 I See Footnotes (6) (7) (9)
Common Stock, $0.001 par value per share 05/21/2013   C   1,730 A (5) 7,424 I See Footnotes (8) (9)
Common Stock, $0.001 par value per share 05/21/2013   P   593,618 (10) A $ 8 1,373,292 I See Footnotes (6) (7) (9)
Common Stock, $0.001 par value per share 05/21/2013   P   5,653 (11) A $ 8 13,077 I See Footnotes (8) (9)
Common Stock, $0.001 par value per share 05/21/2013   P   61,910 (12) A $ 8 1,435,202 I See Footnotes (6) (7) (9)
Common Stock, $0.001 par value per share 05/21/2013   P   590 (13) A $ 8 13,667 I See Footnotes (8) (9)
Common Stock, $0.001 par value per share 05/21/2013   P   8,020 A $ 6.897 (14) 1,443,222 I See Footnotes (6) (7) (9)
Common Stock, $0.001 par value per share 05/21/2013   P   80 A $ 6.897 (15) 13,747 I See Footnotes (8) (9)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Convertible Preferred Stock (3) 05/21/2013   C     8,815,565   (3)   (3) Common Stock 367,315 (3) 0 I See Footnotes (6) (7) (9)
Series E Convertible Preferred Stock (3) 05/21/2013   C     83,959   (3)   (3) Common Stock 3,498 (3) 0 I See Footnotes (8) (9)
Series D-2 Convertible Preferred Stock (4) 05/21/2013   C     5,276,702   (4)   (4) Common Stock 219,863 (4) 0 I See Footnotes (6) (7) (9)
Series D-2 Convertible Preferred Stock (4) 05/21/2013   C     50,256   (4)   (4) Common Stock 2,094 (4) 0 I See Footnotes (8) (9)
Series D Convertible Preferred Stock (5) 05/21/2013   C     1,973,439   (5)   (5) Common Stock 181,689 (5) 0 I See Footnotes (6) (7) (9)
Series D Convertible Preferred Stock (5) 05/21/2013   C     18,795   (5)   (5) Common Stock 1,730 (5) 0 I See Footnotes (8) (9)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY 10022
    X    
OrbiMed Capital GP III LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY 10022
    X    
ISALY SAMUEL D
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY 10022
    X    

Signatures

 /s/ Samuel D. Isaly   05/22/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The shares were purchased by OrbiMed Private Investments III, LP ("OPI") in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.69 to $6.86, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (1) of this Form 4.
(2) The shares were purchased by OrbiMed Associates III, LP ("Associates") in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.69 to $6.86, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (2) of this Form 4.
(3) Represents shares of Common Stock acquired upon the automatic conversion of Series E convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series E convertible preferred stock did not have an expiration date. The Series E convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1 share of Common Stock for every 24 shares of Series E convertible preferred stock, for no additional consideration.
(4) Represents shares of Common Stock acquired upon the automatic conversion of Series D-2 convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series D-2 convertible preferred stock did not have an expiration date. The Series D-2 convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1 share of Common Stock for every 24 shares of Series D-2 convertible preferred stock, for no additional consideration.
(5) Represents shares of Common Stock acquired upon the automatic conversion of Series D convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The Series D convertible preferred stock did not have an expiration date. The Series D convertible preferred stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering of Common Stock, at a conversion ratio of 1 share of Common Stock for every 10.86166 shares of Series D convertible preferred stock, for no additional consideration.
(6) These securities are held of record by OPI and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("Capital"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). Capital is the sole general partner of OPI. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of Capital. By virtue of such relationships, Capital and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI noted above.
(7) Isaly, a natural person, may also be deemed to have voting and investment power with respect to the securities held by OPI noted above in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of Capital, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI.
(8) These securities are held of record by Associates and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates. Isaly is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationship, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by Associates noted above. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates.
(9) This report on Form 4 is jointly filed by Capital, Advisors and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently David P. Bonita, an employee of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.
(10) The shares were purchased by OPI in a private placement concurrent with the closing of the Issuer's initial public offering.
(11) The shares were purchased by Associates in a private placement concurrent with the closing of the Issuer's initial public offering.
(12) The shares were purchased by OPI at the Issuer's initial public offering.
(13) The shares were purchased by Associates at the Issuer's initial public offering.
(14) The shares were purchased by OPI in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.77 to $7.00, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (14) of this Form 4.
(15) The shares were purchased by Associates in multiple transactions and the price reported in Column 4 is a weighted average price. These were purchased at prices ranging from $6.77 to $7.00, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares purchased at each separate price within the ranges set forth in footnote (15) of this Form 4.

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