UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
Tactile Systems Technology, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87357P 10 0
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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 theNotes).
| CUSIP No. 87357P 10 0 | 13G | Page 2 of 12 Pages |
| 1. | Name of Reporting Persons
Galen Partners V, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)1 (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
4,370,430 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
4,370,430 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,370,430 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
26.0%2 | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| 1 | This schedule is filed by Galen Partners V LP (“Galen LP”), Galen Partners International V LP (“Galen International”), Galen Management LLC (“Management”), Galen Partners V, L.L.C. (“Galen”), Zubeen Shroff, L. John Wilkerson and David Jahns (collectively, the “Listed Persons”). Galen is the General Partner of Galen LP and Galen International and the Listed Persons are the managing directors of Galen. Galen LP, Galen International, Management, Galen and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 3 of 12 Pages |
| 1. | Name of Reporting Persons
Galen Partners International V, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)1 (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
373,203 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
373,203 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
373,203 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
2.2%2 | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| 1 | This schedule is filed by Galen Partners V LP (“Galen LP”), Galen Partners International V LP (“Galen International”), Galen Management LLC (“Management”), Galen Partners V, L.L.C. (“Galen”), Zubeen Shroff, L. John Wilkerson and David Jahns (collectively, the “Listed Persons”). Galen is the General Partner of Galen LP and Galen International and the Listed Persons are the managing directors of Galen. Galen LP, Galen International, Management, Galen and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 4 of 12 Pages |
| 1. | Name of Reporting Persons
Galen Management, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)1 (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
62,055 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
62,055 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
62,055 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.4%2 | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| 1 | This schedule is filed by Galen Partners V LP (“Galen LP”), Galen Partners International V LP (“Galen International”), Galen Management LLC (“Management”), Galen Partners V, L.L.C. (“Galen”), Zubeen Shroff, L. John Wilkerson and David Jahns (collectively, the “Listed Persons”). Galen is the General Partner of Galen LP and Galen International and the Listed Persons are the managing directors of Galen. Galen LP, Galen International, Management, Galen and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 5 of 12 Pages |
| 1. | Name of Reporting Persons
Galen Partners V, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)1 (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
4,805,688 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,805,688 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,805,688 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.4%2 | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| 1 | This schedule is filed by Galen Partners V LP (“Galen LP”), Galen Partners International V LP (“Galen International”), Galen Management LLC (“Management”), Galen Partners V, L.L.C. (“Galen”), Zubeen Shroff, L. John Wilkerson and David Jahns (collectively, the “Listed Persons”). Galen is the General Partner of Galen LP and Galen International and the Listed Persons are the managing directors of Galen. Galen LP, Galen International, Management, Galen and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 6 of 12 Pages |
| 1. | Name of Reporting Persons
Zubeen Shroff | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)1 (a) ☐ (b) ☐
| |||||
| 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
863 | ||||
| 6. | Shared Voting Power
4,805,688 | |||||
| 7. | Sole Dispositive Power
863 | |||||
| 8. | Shared Dispositive Power
4,805,688 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,806,551 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
28.6%2 | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| 1 | This schedule is filed by Galen Partners V LP (“Galen LP”), Galen Partners International V LP (“Galen International”), Galen Management LLC (“Management”), Galen Partners V, L.L.C. (“Galen”), Zubeen Shroff, L. John Wilkerson and David Jahns (collectively, the “Listed Persons”). Galen is the General Partner of Galen LP and Galen International and the Listed Persons are the managing directors of Galen. Galen LP, Galen International, Management, Galen and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 7 of 12 Pages |
| 1. | Name of Reporting Persons
L. John Wilkerson | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)1 (a) ☐ (b) ☐
| |||||
| 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
4,805,688 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,805,688 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,805,688 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
28.6%2 | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| 1 | This schedule is filed by Galen Partners V LP (“Galen LP”), Galen Partners International V LP (“Galen International”), Galen Management LLC (“Management”), Galen Partners V, L.L.C. (“Galen”), Zubeen Shroff, L. John Wilkerson and David Jahns (collectively, the “Listed Persons”). Galen is the General Partner of Galen LP and Galen International and the Listed Persons are the managing directors of Galen. Galen LP, Galen International, Management, Galen and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 8 of 12 Pages |
| 1. | Name of Reporting Persons
David Jahns | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)1 (a) ☐ (b) ☐
| |||||
| 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
4,805,688 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,805,688 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,805,688 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
28.6%2 | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| 1 | This schedule is filed by Galen Partners V LP (“Galen LP”), Galen Partners International V LP (“Galen International”), Galen Management LLC (“Management”), Galen Partners V, L.L.C. (“Galen”), Zubeen Shroff, L. John Wilkerson and David Jahns (collectively, the “Listed Persons”). Galen is the General Partner of Galen LP and Galen International and the Listed Persons are the managing directors of Galen. Galen LP, Galen International, Management, Galen and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| Item 1 |
(a) Name of Issuer:
Tactile Systems Technology, Inc.
(b) Address of Issuer’s Principal Executive Offices:
1331 Tyler Street NE, Suite 200
Minneapolis, MN 55413
| Item 2 |
(a) Name of Person Filing:
Galen Partners V, L.P.
Galen Partners International V, L.P.
Galen Management, L.L.C.
Galen Partners V, L.L.C
Zubeen Shroff
L. John Wilkerson
David Jahns
(b) Address of Principal Business Office or, if none, Residence:
c/o Galen Management, L.L.C.
680 Washington Boulevard
Stamford, CT 06901
(c) Citizenship:
All entities were organized in Delaware. The individuals are all United States citizens.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
87357P 10 0
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: |
Galen Partners V, L.P. | 4,370,430 | |||
Galen Partners International V, L.P. | 373,203 | |||
Galen Management, L.L.C. | 62,055 | |||
Galen Partners V, L.L.C3 | 4,805,688 | |||
Zubeen Shroff4 | 4,806,511 | |||
L. John Wilkerson4 | 4,805,688 | |||
David Jahns4 | 4,805,688 |
Percent of Class: 5
Galen Partners V, L.P. | 26.0 | % | ||
Galen Partners International V, L.P. | 2.2 | % | ||
Galen Management, L.L.C. | 0.4 | % | ||
Galen Partners V, L.L.C. | 28.6 | % | ||
Zubeen Shroff | 28.6 | % | ||
L. John Wilkerson | 28.6 | % | ||
David Jahns | 28.6 | % |
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
Galen Partners V, L.P. | 4,370,430 | |||
Galen Partners International V, L.P. | 373,203 | |||
Galen Management, L.L.C. | 62,055 | |||
Galen Partners V, L.L.C. | 0 | |||
Zubeen Shroff | 863 | |||
L. John Wilkerson | 0 | |||
David Jahns | 0 |
| (ii) | Shared power to vote or to direct the vote |
Galen Partners V, L.P. | 0 | |||
Galen Partners International V, L.P. | 0 | |||
Galen Management, L.L.C. | 0 | |||
Galen Partners V, L.L.C. | 4,805,688 | |||
Zubeen Shroff | 4,805,688 | |||
L. John Wilkerson | 4,805,688 | |||
David Jahns | 4,805,688 |
| (iii) | Sole power to dispose or to direct the disposition of |
Galen Partners V, L.P. | 4,370,430 | |||
Galen Partners International V, L.P. | 373,203 | |||
Galen Management, L.L.C. | 62,055 | |||
Galen Partners V, L.L.C. | 0 | |||
Zubeen Shroff | 863 | |||
L. John Wilkerson | 0 | |||
David Jahns | 0 |
| (iv) | Shared power to dispose or to direct the disposition of |
Galen Partners V, L.P. | 0 | |||
Galen Partners International V, L.P. | 0 | |||
Galen Management, L.L.C. | 0 | |||
Galen Partners V, L.L.C. | 4,805,688 | |||
Zubeen Shroff | 4,805,688 | |||
L. John Wilkerson | 4,805,688 | |||
David Jahns | 4,805,688 |
| (3) | Galen is the general partner of Galen LP and Galen International. |
| (4) | The Reporting Person is a managing director of Galen and is a member of Management. The shares are held by Galen LP, Galen International and Management. The Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of their pecuniary interest therein. |
| (5) | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| Item 5. | Ownership of 5 Percent or Less of a Class |
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 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
[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.
Dated: February 6, 2017
| GALEN PARTNERS V, L.P. | GALEN PARTNERS INTERNATIONAL V, L.P. | |||||||||||
| By: | Galen Partners V, L.L.C its General Partner | By: | Galen Partners V, L.L.C. its General Partner | |||||||||
| By: | /s/ Zubeen Shroff | By: | /s/ Zubeen Shroff | |||||||||
| Name: | Zubeen Shroff | Name: | Zubeen Shroff | |||||||||
| Title: | Managing Director | Title: | Managing Director | |||||||||
| GALEN MANAGEMENT LLC | GALEN PARTNERS V, L.L.C. | |||||||||||
| By: | /s/ Zubeen Shroff | By: | /s/ Zubeen Shroff | |||||||||
| Name: | Zubeen Shroff | Name: | Zubeen Shroff | |||||||||
| Title: | Member | Title: | Managing Director | |||||||||
| By: | /s/ Zubeen Shroff | By: | /s/ L. John Wilkerson | |||||||||
| Name: | Zubeen Shroff | Name: | L. John Wilkerson | |||||||||
| By: | /s/ David Jahns | |||||||||||
| Name: | David Jahns | |||||||||||
EXHIBITS
| A: | Joint Filing Agreement |
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |