Robert Liptak Form 4 Restoration Robotics / Nicholas Simon ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Clarus Lifesciences II, L.P.

(Last) (First) (Middle)

101 MAIN STREET

SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Restoration Robotics Inc [ HAIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2017

4. If Amendment, Date of 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

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	10/16/2017		C		3,389,105	A	(1)	3,389,105	D(2)
Common Stock	10/16/2017		C		180,881	A	$7	3,569,986	D(2)

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 Securities Underlying Derivative Security (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: 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 C Preferred Stock	(1)	10/16/2017		C			3,389,105	(1)	(3)	Common Stock	3,389,105	(1)	0	D(2)
Convertible Promissory Note	$7	10/16/2017		C			$1,259,269.79(4)	(4)	(4)	Common Stock	180,881	(4)	0	D(2)

1. Name and Address of Reporting Person^*

Clarus Lifesciences II, L.P.

(Last) (First) (Middle)

101 MAIN STREET

SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Clarus Ventures II GP, L.P.

(Last) (First) (Middle)

101 MAIN STREET

SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Clarus Ventures II, LLC

(Last) (First) (Middle)

101 MAIN STREET

SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GALAKATOS NICHOLAS

(Last) (First) (Middle)

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Simon Nicholas

(Last) (First) (Middle)

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WHEELER KURT

(Last) (First) (Middle)

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HENNER DENNIS

(Last) (First) (Middle)

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LIPTAK ROBERT

(Last) (First) (Middle)

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Explanation of Responses:

1. The shares of the Issuer's Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's Initial Public Offering (the "IPO").

2. The shares are directly held by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held by Clarus. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held by Clarus. Each of he GPLP and the GPLLC disclaim beneficial ownership of all shares held by Clarus in which it does not have an actual pecuniary interest.

3. The expiration date is not relevant to the conversion of these securities.

4. The amount reported in column 5 is the principal amount of Reporting Person's Convertible Promissory Note (the "Note"). The outstanding principal and accrued interest of the Note automatically converted into shares of the Issuer's Common Stock at the price per share available to the public as set forth in the final prospectus related to the Issuer's IPO upon the closing of the IPO.

	/s/ Robert Liptak, Attorney-in-Fact for Clarus Lifesciences II, L.P.	10/16/2017
	/s/ Robert Liptak, Attorney-in-Fact Clarus Ventures II GP, L.P.	10/16/2017
	/s/ Robert Liptak, Attorney-in-Fact for Clarus Ventures II, LLC	10/16/2017
	/s/ Robert Liptak, Attorney-in-Fact for Nicholas Galakatos	10/16/2017
	/s/ Robert Liptak, Attorney-in-Fact for Nicholas Simon	10/16/2017
	/s/ Robert Liptak, Attorney-in-Fact for Kurt Wheeler	10/16/2017
	/s/ Robert Liptak, Attorney-in-Fact for Dennis Henner	10/16/2017
	/s/ Robert Liptak	10/16/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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