CUSIP No. 501803 30 8 | |||
1 | Names of Reporting Persons | ||
Eduardo Baviera Sabater | |||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) o | |||
(b) x | |||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) | ||
PF | |||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization | ||
Spain | |||
Number of Shares Beneficially by Owned by Each Reporting Person With | 7 | Sole Voting Power | |
407,612 | |||
8 | Shared Voting Power | ||
9 | Sole Dispositive Power | ||
407,612 | |||
10 | Shared Dispositive Power | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
407,612 | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
o | |||
13 | Percent of Class Represented by Amount in Row (11) | ||
2.16% | |||
14 | Type of Reporting Person (See Instructions) | ||
IN |
2
CUSIP No. 501803 30 8 | |||
1 | Names of Reporting Persons | ||
Julio Baviera Sabater | |||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) o | |||
(b) x | |||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) | ||
PF | |||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization | ||
Spain | |||
Number of Shares Beneficially by Owned by Each Reporting Person With | 7 | Sole Voting Power | |
397,600 | |||
8 | Shared Voting Power | ||
9 | Sole Dispositive Power | ||
397,600 | |||
10 | Shared Dispositive Power | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
397,600 | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
o | |||
13 | Percent of Class Represented by Amount in Row (11) | ||
2.11% | |||
14 | Type of Reporting Person (See Instructions) | ||
IN |
3
CUSIP No. 501803 30 8 | |||
1 | Names of Reporting Persons | ||
Fernando Llovet Osuna | |||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) o | |||
(b) x | |||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) | ||
PF | |||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization | ||
Spain | |||
Number of Shares Beneficially by Owned by Each Reporting Person With | 7 | Sole Voting Power | |
186,086 | |||
8 | Shared Voting Power | ||
9 | Sole Dispositive Power | ||
186,086 | |||
10 | Shared Dispositive Power | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
186,086 | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
o | |||
13 | Percent of Class Represented by Amount in Row (11) | ||
0.99% | |||
14 | Type of Reporting Person (See Instructions) | ||
IN |
4
CUSIP No. 501803 30 8 | |||
1 | Names of Reporting Persons | ||
Inversiones Telesan BV | |||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) o | |||
(b) x | |||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) | ||
WC | |||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization | ||
Netherlands | |||
Number of Shares Beneficially by Owned by Each Reporting Person With | 7 | Sole Voting Power | |
50,000 | |||
8 | Shared Voting Power | ||
9 | Sole Dispositive Power | ||
50,000 | |||
10 | Shared Dispositive Power | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
50,000 | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
o | |||
13 | Percent of Class Represented by Amount in Row (11) | ||
0.27% | |||
14 | Type of Reporting Person (See Instructions) | ||
CO |
5
CUSIP No. 501803 30 8 | |||
1 | Names of Reporting Persons | ||
Investment Ballo Holding BV | |||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) o | |||
(b) x | |||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) | ||
WC | |||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization | ||
Netherlands | |||
Number of Shares Beneficially by Owned by Each Reporting Person With | 7 | Sole Voting Power | |
397,600 | |||
8 | Shared Voting Power | ||
9 | Sole Dispositive Power | ||
397,600 | |||
10 | Shared Dispositive Power | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
397,600 | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
o | |||
13 | Percent of Class Represented by Amount in Row (11) | ||
2.11% | |||
14 | Type of Reporting Person (See Instructions) | ||
CO |
6
CUSIP No. 501803 30 8 | |||
1 | Names of Reporting Persons | ||
Inversiones DARIO 3 BV | |||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) o | |||
(b) x | |||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) | ||
WC | |||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization | ||
Netherlands | |||
Number of Shares Beneficially by Owned by Each Reporting Person With | 7 | Sole Voting Power | |
186,086 | |||
8 | Shared Voting Power | ||
9 | Sole Dispositive Power | ||
186,086 | |||
10 | Shared Dispositive Power | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
186,086 | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
o | |||
13 | Percent of Class Represented by Amount in Row (11) | ||
0.99% | |||
14 | Type of Reporting Person (See Instructions) | ||
CO |
7
Item 1. Security and Issuer
The Schedule 13D relating to the Common Stock of LCA-Vision Inc. (the “Company”), filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The address of the principal executive offices of the Company is 7840 Montgomery Road, Cincinnati, Ohio 45236.
Item 2. Identity and Background
This Schedule 13D is being filed on behalf of:
(1) Eduardo Baviera Sabater, an individual (“Eduardo”)
(2) Julio Baviera Sabater, an individual (“Julio”)
(3) Fernando Llovet Osuna, an individual (“Fernando”)
(3) Inversiones Telesan BV, a Dutch holding company owned by Eduardo Baviera Sabater (“Telesan”)
(4) Investment Ballo Holding BV, a Dutch holding company owned by Julio Baviera Sabater (“Ballo”)
(5) Inversiones DARIO 3 BV, a Dutch holding company owned by Fernando Llovet Osuna (“Dario”)
This Schedule 13D relates to shares held by Telesan, Ballo, and Dario.
The address and principal place of business of each of Eduardo, Julio, Fernando, Telesan, Ballo, and Dario (the “Reporting Persons”) is Paseo de la Castellana 20, 28046 Madrid, Spain. Eduardo is the CEO and a Director of Clinica Baviera SA, a Spanish medical services company listed on the Madrid stock exchange. Julio is a founder of Clinica Baviera SA and a Director. Fernando is a founder of Clinica Baviera SA and a Director.
Certain information regarding the Reporting Persons’ directors and executive officers is set forth in Schedules A, B and C hereto, which is incorporated by reference herein. The citizenships of all of these individuals are listed in Schedules A, B and C.
During the last five years, neither the Reporting Persons nor any of the individuals listed in Schedules A, B or C has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of them was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds used by Telesan, Ballo, and Dario to purchase the 991,298 shares of Common Stock of the Company was approximately $2,753,299. The source of the funds was capital contributions by the respective owners of the holding companies and personal funds as applicable.
Item 4. Purpose of Transaction
The acquisition of the Common Stock by the Reporting Persons was originally made solely for investment purposes, and not with a view towards influencing any extraordinary corporate transaction, any change in the Company’s board of directors or management, or any other change in the Company’s business, corporate structure or capitalization.
8
Although not currently contemplated, it is possible that the Reporting Persons may change their intent regarding their influence on the Company.
Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each Reporting Person may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters, but each have no present intention of doing so.
Item 5. Interest in Securities of the Issuer
(a) Pursuant to Rule 13d-3, Telesan may be deemed to own beneficially 50,000 shares of Common Stock, which represents 0.27% of all outstanding shares of Common Stock. Eduardo owns 98% of Telesan so he may also be deemed to own such shares. Eduardo owns directly 357,612 shares of Common Stock, which represents 1.90% of all outstanding shares of Common Stock. Pursuant to Rule 13d-3, Eduardo may be deemed to own beneficially a total of 407,612 shares of Common Stock, which includes both his direct and indirect holdings, which represents 2.16% of all outstanding shares of Common Stock. Pursuant to Rule 13d-3, Ballo may be deemed to own beneficially 397,600 shares of Common Stock, which represents 2.11% of all outstanding shares of Common Stock. Julio owns approximately 80% of Ballo so he may also be deemed to own such shares. Eduardo owns 0.01% of Ballo. The other 20% of Ballo is evenly owned between his two daughters, Ms. Leticia Baviera Omarrementería (10%) and Ms. Carlota Baviera Omarrementería (10%). Julio and Eduardo are brothers. Pursuant to Rule 13d-3, Dario may be deemed to own beneficially 186,086 shares of Common Stock, which represents 0.99% of all outstanding shares of Common Stock. Fernando owns 100% of Dario so he may also be deemed to own such shares.
(b) Eduardo individually has the sole power to vote 407,612 shares of Common Stock and dispose of 407,612 shares of Common Stock held directly and by Telesan. As the 98% owner of Telesan, Eduardo makes all voting and investment decisions regarding investments. Julio individually has the sole power to vote 397,600 shares of Common Stock and dispose of 397,600 shares of Common Stock held by Ballo. As the 80% owner of Ballo, Julio makes all voting and investment decisions regarding investments. Fernando individually has the sole power to vote 186,086 shares of Common Stock and dispose of 186,086 shares of Common Stock held by Dario. As the 100% owner of Dario, Fernando makes all voting and investment decisions regarding investments.
(c) The Reporting Persons have effected the following transactions in the shares of the Company’s Common Stock during the past 60 days:
Eduardo made the following purchases, through ordinary brokerage transactions, during the past 60 days and did not make any sales:
Date of the Transaction | Number of Shares | Gross Price per Share |
08/11/11 | 5,600 | 3.1179 |
08/12/11 | 6,000 | 3.1967 |
08/15/11 | 4,600 | 3.2197 |
08/16/11 | 6,000 | 3.1918 |
08/17/11 | 6,000 | 3.2789 |
08/18/11 | 6,000 | 3.0640 |
08/19/11 | 6,000 | 2.9479 |
08/19/11 | 20,000 | 2.9000 |
9
08/22/11 | 5,600 | 2.7691 |
08/22/11 | 6,212 | 2.7000 |
08/23/11 | 6,000 | 2.8122 |
08/23/11 | 50,000 | 2.7500 |
08/24/11 | 6,000 | 2.7624 |
08/24/11 | 31,000 | 2.7490 |
08/25/11 | 6,000 | 2.8419 |
08/25/11 | 29,768 | 2.8000 |
08/26/11 | 800 | 2.7849 |
09/06/11 | 16,032 | 2.4000 |
09/28/11 | 20,000 | 2.1548 |
09/29/11 | 600 | 2.1500 |
09/30/11 | 7,000 | 2.2000 |
10/03/11 | 7,000 | 2.1500 |
10/04/11 | 20,000 | 2.0000 |
10/05/11 | 30,000 | 2.1478 |
Telesan made the following purchases, through ordinary brokerage transactions, during the past 60 days and did not make any sales:
Date of the Transaction | Number of Shares | Gross Price per Share |
08/19/11 | 50,000 | 2.8 |
Ballo made the following purchases, through ordinary brokerage transactions, during the past 60 days and did not make any sales:
Date of the Transaction | Number of Shares | Gross Price per Share |
08/11/11 | 5,700 | 3.1199 |
08/12/11 | 6,000 | 3.1969 |
08/15/11 | 4,600 | 3.2167 |
08/16/11 | 6,000 | 3.1918 |
08/17/11 | 6,000 | 3.2844 |
08/18/11 | 6,000 | 3.0659 |
08/19/11 | 6,000 | 2.9494 |
08/19/11 | 20,000 | 2.9000 |
08/22/11 | 5,500 | 2.7714 |
08/22/11 | 5,000 | 2.7000 |
08/23/11 | 6,000 | 2.8125 |
08/23/11 | 50,000 | 2.7500 |
08/24/11 | 6,000 | 2.7628 |
08/24/11 | 32,000 | 2.7484 |
08/25/11 | 6,000 | 2.8358 |
08/25/11 | 26,100 | 2.8000 |
08/26/11 | 800 | 2.7828 |
09/21/11 | 30,000 | 2.3000 |
09/22/11 | 30,000 | 2.3000 |
10
09/28/11 | 20,000 | 2.1950 |
09/29/11 | 500 | 2.1500 |
09/30/11 | 7,000 | 2.2000 |
10/03/11 | 7,000 | 2.1500 |
10/04/11 | 20,000 | 2.0000 |
10/05/11 | 30,000 | 2.1478 |
Dario made the following purchases, through ordinary brokerage transactions, during the past 60 days and did not make any sales:
Date of the Transaction | Number of Shares | Gross Price per Share |
08/11/11 | 3,000 | 3.1130 |
08/12/11 | 3,000 | 3.1928 |
08/15/11 | 3,000 | 3.2135 |
08/16/11 | 3,000 | 3.2097 |
08/17/11 | 3,000 | 3.3227 |
08/18/11 | 3,000 | 3.1237 |
08/19/11 | 3,000 | 2.9778 |
08/19/11 | 10,000 | 2.9000 |
08/22/11 | 3,000 | 2.8145 |
08/22/11 | 11,486 | 2.7000 |
08/23/11 | 3,000 | 2.8333 |
08/24/11 | 3,000 | 2.7687 |
08/24/11 | 15,000 | 2.7480 |
08/25/11 | 1,600 | 2.8609 |
08/25/11 | 15,000 | 2.8000 |
09/06/11 | 10,000 | 2.4000 |
09/28/11 | 10,000 | 2.1553 |
09/29/11 | 600 | 2.1500 |
09/30/11 | 7,000 | 2.2000 |
10/03/11 | 7,000 | 2.1500 |
10/04/11 | 10,000 | 2.0000 |
10/05/11 | 30,000 | 2.1478 |
(d) Not applicable.
(e) Not applicable.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Items 3 through 5 of this statement is hereby incorporated by reference in this Item 6. To the knowledge of the Reporting Persons, except as otherwise described in this statement on Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 above or listed in Schedule A, Schedule B, or Schedule C hereto, and between any such persons and any other person, with respect to any securities of the Company, including but not limited to, transfer or voting of any of the securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company.
11
Item 7. Material to Be Filed as Exhibits
Exhibit 99.1 - Joint Filing Agreement dated as of October 13, 2011 by and among Eduardo Baviera Sabater, Julio Baviera Sabater, Fernando Llovet Osuna, Inversiones Telesan BV, Investment Ballo Holding BV, and Inversiones DARIO 3 BV.
12
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: October 13, 2011
/s/ Eduardo Baviera Sabater | |||
Eduardo Baviera Sabater | |||
/s/ Julio Baviera Sabater | |||
Julio Baviera Sabater | |||
/s/ Fernando Llovet Osuna | |||
Fernando Llovet Osuna | |||
INVERSIONES TELESAN BV | |||
By: | /s/ Eduardo Baviera Sabater | ||
Name: Eduardo Baviera Sabater | |||
Title: Director | |||
INVESTMENT BALLO HOLDING | |||
By: | /s/ Julio Baviera Sabater | ||
Name: Julio Baviera Sabater | |||
Title: Director | |||
INVERSIONES DARIO 3 BV | |||
By: | /s/ Fernando Llovet Osuna | ||
Name: Fernando Llovet Osuna | |||
Title: Director |
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF INVERSIONES TELESAN BV
The directors of Inversiones Telesan BV are set forth below. Under Dutch law, the directors of a company also serve as the executive officers. Unless otherwise indicated, each individual’s business address is Paseo de la Castellana 20, 28046 Madrid, Spain.
Directors of Inversiones Telesan BV
Name | Principal Occupation | Citizenship |
Eduardo Baviera Sabater | CEO and Director of Clinica Baviera SA | Spain |
Marina Diaz-Leante | Manager of Alcala Branch of Clinica Baviera SA | Spain |
SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS OF INVESTMENT BALLO HOLDING BV
The directors of Investment Ballo Holding BV are set forth below. Under Dutch law, the directors of a company also serve as the executive officers. Unless otherwise indicated, each individual’s business address is Paseo de la Castellana 20, 28046 Madrid, Spain.
Directors of Investment Ballo Holding BV
Name | Principal Occupation | Citizenship |
Eduardo Baviera Sabater | CEO and Director of Clinica Baviera SA | Spain |
Julio Baviera Sabater | Director of Clinica Baviera SA | Spain |
Leticia Baviera Omarrementería | Marketing Assistant | Spain |
SCHEDULE C
EXECUTIVE OFFICERS AND DIRECTORS OF INVERSIONES DARIO 3 BV
The directors of Inversiones DARIO 3 BV are set forth below. Under Dutch law, the directors of a company also serve as the executive officers. Unless otherwise indicated, each individual’s business address is Paseo de la Castellana 20, 28046 Madrid, Spain.
Directors of Inversiones DARIO 3 BV
Name | Principal Occupation | Citizenship |
Fernando Llovet Osuna | Director of Clinica Baviera SA | Spain |