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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Senior Secured Convertible Note due 2021 (1) | $ 1.25 | 07/10/2018 | D | $ 21,411,405 | (2) | (2) | Common Stock | 17,129,124 | (1) | $ 0 | I | By HCP Fund (3) | |||
Senior Secured Convertible Note due 2021 (1) | $ 1.25 | 07/10/2018 | D | $ 24,555,544 | (2) | (2) | Common Stock | 19,644,435 | (1) | $ 0 | I | By Hybrid Fund (4) | |||
Senior Secured Convertible Note due 2022 (1) | $ 1.25 | 07/10/2018 | D | $ 4,957,596 | (2) | (2) | Common Stock | 3,966,077 | (1) | $ 0 | I | By HCP Fund (3) | |||
Senior Secured Convertible Note due 2022 (1) | $ 1.25 | 07/10/2018 | D | $ 5,685,590 | (2) | (2) | Common Stock | 4,548,472 | (1) | $ 0 | I | By Hybrid Fund (4) | |||
Common Stock Warrants (Right to Buy) (1) | $ 1.4 | 07/10/2018 | D | 5,488,456 | (2) | (2) | Common Stock | 5,488,456 | (1) | 0 | I | By HCP Fund (3) | |||
Common Stock Warrants (Right to Buy) (1) | $ 1.4 | 07/10/2018 | D | 6,294,403 | (2) | (2) | Common Stock | 6,294,403 | (1) | 0 | I | By Hybrid Fund (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HealthCor Management, L.P. 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Associates, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Hybrid Offshore Master Fund, L.P. 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Hybrid Offshore GP, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Group, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Partners Management LP 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Partners Management GP, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Partners Fund LP 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Partners LP 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X |
HealthCor Management, L.P., By: HealthCor Associates, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel | 07/12/2018 | |
**Signature of Reporting Person | Date | |
HealthCor Hybrid Offshore GP, LLC for itself and as general partner on behalf of HealthCor Hybrid Offshore Master Fund, L.P., By: HealthCor Group, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel | 07/10/2018 | |
**Signature of Reporting Person | Date | |
HealthCor Associates, LLC, By: /s/ Anabelle P. Gray, General Counsel | 07/10/2018 | |
**Signature of Reporting Person | Date | |
HealthCor Group, LLC, By: /s/ Anabelle P. Gray, General Counsel | 07/10/2018 | |
**Signature of Reporting Person | Date | |
HealthCor Partners Management, L.P., By: HealthCor Partners Management GP, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel | 07/10/2018 | |
**Signature of Reporting Person | Date | |
HealthCor Partners Management GP, LLC, By: /s/ Anabelle P. Gray, General Counsel | 07/10/2018 | |
**Signature of Reporting Person | Date | |
HealthCor Partners L.P., for itself, and as general partner on behalf of Healthcor Partners Fund, L.P., By: HealthCor Partners GP, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel | 07/10/2018 | |
**Signature of Reporting Person | Date |
* | 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) | Notes were amended to remove the conversion right and warrants were surrendered. |
(2) | No longer exercisable. |
(3) | HealthCor Partners Fund, L.P. ("HCP Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. HealthCor Partners L.P. serves as its general partner and HealthCor Partners GP, LLC ("HCPGP") serves as the general partner of HealthCor Partners L.P. HealthCor Partners Management, L.P. serves as the investment manager to HCP Fund and HealthCor Partners Management GP, LLC ("HCPMGP") serves as the general partner to HealthCor Partners Management, L.P. Jeffrey C. Lightcap, Arthur Cohen and Joseph Healey are managing members of HCPMGP and HCPGP. Each person disclaims beneficial ownership of any securities that exceed their pecuniary interest in the securities held by these entities. Mr. Lightcap was appointed a director of the issuer in connection with the initial investment. |
(4) | HealthCor Hybrid Offshore Master Fund, L.P. ("Hybrid Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. HealthCor Hybrid Offshore GP, LLC ("Offshore GP") serves as its general partner and HealthCor Group, LLC ("Group") serves as the general partner of Offshore GP. HealthCor Management, L.P. serves as the investment manager to Hybrid Fund and HealthCor Associates, LLC ("Associates") serves as the general partner to HealthCor Management, L.P. Arthur Cohen and Joseph Healey are managing members of Associates and Group. Each reporting person disclaims beneficial ownership of any securities that exceed their pecuniary interest in the securities held by these entities. |
Remarks: HealthCor Management, L.P. is the designated filer on behalf of the reporting persons listed on Exhibit 99.1, attached hereto. Due to the number of reporting persons, this is one of two Form 4s filed relating to the same securities. |