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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Restoration Robotics Inc [ HAIR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 1,538,461 | A | (1) | 1,538,461 | D(2) | |||
| Common Stock | 10/16/2017 | C | 1,647,297 | A | (1) | 3,185,758 | D(2) | |||
| Common Stock | 10/16/2017 | C | 170,028 | A | $7 | 3,355,786 | D(2) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 B Preferred Stock | (1) | 10/16/2017 | C | 1,538,461 | (1) | (3) | Common Stock | 1,538,461 | (1) | 0 | D(2) | ||||
| Series C Preferred Stock | (1) | 10/16/2017 | C | 1,647,297 | (1) | (3) | Common Stock | 1,647,297 | (1) | 0 | D(2) | ||||
| Convertible Promissory Note | $7 | 10/16/2017 | C | $1,183,713.69(4) | (4) | (4) | Common Stock | 170,028 | (4) | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 InterWest Partners IX, LP ("InterWest IX"). InterWest Management Partners IX, LLC ("IMP IX"), as the general partner of InterWest IX, may be deemed to beneficially own the shares held by InterWest IX. Philip Gianos, Arnold Oronsky, Gilbert Kliman, W. Stephen Holmes and Khaled Nasr are managing directors of IMP IX, and as such may be deemed to beneficially own the shares held by InterWest IX. Each of the foregoing persons disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
| 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/ Karen Wilson, Attorney-in-Fact for InterWest Management Partners IX, L.L.C., General Partner of InterWest Partners IX, LP | 10/16/2017 | |
| /s/ Karen Wilson, Attorney-in-Fact for InterWest Management Partners IX, L.L.C. | 10/16/2017 | |
| /s/ Karen Wilson, Attorney-in-Fact for Philip Gianos | 10/16/2017 | |
| /s/ Karen Wilson, Attorney-in-Fact for Arnold Oronsky | 10/16/2017 | |
| /s/ Karen Wilson, Attorney-in-Fact for W. Stephen Holmes | 10/16/2017 | |
| /s/ Karen Wilson, Attorney-in-Fact for Khaled Nasr | 10/16/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||