UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2.
(Amendment No. 8)*
Cardica, Inc.
| (Name of Issuer) |
Common Stock |
| (Title of Class of Securities) |
14141R101 |
| (CUSIP Number) |
|
| December 31, 2014 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 the Notes).
| CUSIP No. 14141R101 | SCHEDULE 13G/A | Page 2 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS Allen & Company Incorporated | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 417,938 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 417,938 | |||
| CUSIP No. 14141R101 | SCHEDULE 13G/A | Page 3 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS Allen, Herbert A. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |||
| 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 40,556 | ||
| 6 | SHARED VOTING POWER 417,938 | |||
| 7 | SOLE DISPOSITIVE POWER 40,556 | |||
| 8 | SHARED DISPOSITIVE POWER 417,938 | |||
| CUSIP No. 14141R101 | SCHEDULE 13G/A | Page 4 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS Allen, Bruce | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |||
| 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 644,099 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 644,099 | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
| CUSIP No. 14141R101 | SCHEDULE 13G/A | Page 5 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS Allen, Susan K. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |||
| 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 96,988 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 96,988 | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
| CUSIP No. 14141R101 | SCHEDULE 13G/A | Page 6 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS John Simon | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |||
| 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 1,167,008 (represents shares held as tenant in common with wife and includes 82,966 shares underlying options) | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 1,167,008 (represents shares held as tenant in common with wife and includes 82,966 shares underlying options) | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
| CUSIP No. 14141R101 | SCHEDULE 13G/A | Page 7 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS Allen III, Herbert A. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |||
| 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 11,318 (represents shares held by certain individual accounts) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 11,318 (represents shares held by certain individual accounts) | |||
| CUSIP No. 14141R101 | SCHEDULE 13G/A | Page 8 of 12 Pages |
| Item 1. | (a) Name of Issuer |
Cardica, Inc. (“Issuer”)
| (b) Address of Issuer’s Principal Executive Offices |
Cardica, Inc.
900 Saginaw Dr.,
Redwood City, CA 94063
| Item 2. | (a) Name of Person Filing |
(i) Allen & Company Incorporated
(ii) Herbert A. Allen
(iii) Bruce Allen
(iv) Susan K. Allen
(v) John Simon
(vi) Herbert A. Allen III
| (b) Address of Principal Business Office, or, if none, Residence |
(i) 711 Fifth Avenue, New York, NY 10022
(ii) 711 Fifth Avenue, New York, NY 10022
(iii) 711 Fifth Avenue, New York, NY 10022
(iv) 711 Fifth Avenue, New York, NY 10022
(v) 711 Fifth Avenue, New York, NY 10022
(vi) 711 Fifth Avenue, New York, NY 10022
| (c) Citizenship |
(i) New York
(ii) United States
(iii) United States
(iv) United States
(v) United States
(vi) United States
| (d) Title of Class of Securities |
Common Stock
| (e) CUSIP No.: |
14141R101
| CUSIP No. 14141R101 | SCHEDULE 13G/A | Page 9 of 12 Pages |
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: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| CUSIP No. 14141R101 | SCHEDULE 13G/A | Page 10 of 12 Pages |
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: 2,377,907 (includes 82,966 shares underlying options)*
(b) Percent of class: 2.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,948,651(includes 82,966 shares underlying options)
(ii) Shared power to vote or to direct the vote: 429,256
(iii) Sole power to dispose or to direct the disposition of: 1,948,651 (includes 82,966 shares underlying options)
(iv) Shared power to dispose or to direct the disposition of: 429,256
*The number of shares reported hereby excludes shares that, to the Reporting Persons' knowledge, are held personally by certain officers and employees of Allen & Company LLC, and their related parties. The Reporting Persons disclaim beneficial ownership of all shares held by such officers, employees and related parties. Although the number of shares and percentage of class shown in Items 4(a) through (c) above are calculated on an aggregate basis for all Reporting Persons, the Reporting Persons disclaim that they are a "group" for purposes of Rule 13d under the Securities Exchange Act of 1934.
Item 5. Ownership of Five 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 |X|
Item 6. Ownership of More Than Five 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 Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 14141R101 | SCHEDULE 13G/A | Page 11 of 12 Pages |
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 2, 2015
| Allen & Company Incorporated | ||||||
| By: | /s/ Kim M. Wieland | |||||
| Name: | Kim M. Wieland | |||||
| Title: | Chief Financial Officer | |||||
| By: | /s/ Herbert A. Allen | |||||
| Name: | Herbert A. Allen | |||||
| By: | /s/ Bruce Allen | |||||
| Name: | Bruce Allen | |||||
| By: | /s/ Susan K. Allen | |||||
| Name: | Susan K. Allen | |||||
| By: | /s/ John Simon | |||||
| Name: | John Simon | |||||
| By: | /s/ Herbert A. Allen III | |||||
| Name: | Herbert A. Allen III | |||||
| CUSIP No. 14141R101 | SCHEDULE 13G/A | Page 12 of 12 Pages |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G/A (including amendments thereto) with respect to 2,377,907 shares of Common Stock of Cardica, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 2nd day of February 2015.
