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 SI-BONE, Inc. [ SIBN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/19/2018 | ||||||||||||||||||||||||||
| 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 | 10/19/2018 | C | 1,102,915 | A | (1) | 1,102,915 | I | By Montreux Equity Partners IV, L.P.(2) | ||
| Common Stock | 10/19/2018 | C | 597,071 | A | (3) | 1,699,986 | I | By Montreux Equity Partners IV, L.P.(2) | ||
| Common Stock | 10/19/2018 | C | 27,409 | A | (1) | 1,727,395 | I | By Montreux Equity Partners IV, L.P.(2) | ||
| Common Stock | 10/19/2018 | C | 78,564 | A | (1) | 78,564 | I | By Montreux IV Associates, LLC(2) | ||
| Common Stock | 10/19/2018 | C | 51,827 | A | (3) | 130,391 | I | By Montreux IV Associates, LLC(2) | ||
| Common Stock | 10/19/2018 | C | 171,929 | A | (1) | 171,929 | I | By Montreux IV Associates IV, LLC(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 | ||||||||
| Warrant (right to buy) | $9.1 | 10/19/2018 | X | 15,496 | (4) | (4) | Series 5 Preferred Stock | 15,496 | $0.00 | 0 | I | By Montreux Equity Partners IV, L.P.(2) | |||
| Series 5 Preferred Stock | $9.1 | 10/19/2018 | X | 15,496 | (1) | (1) | Common Stock | 15,496 | $0.00 | 1,112,312 | I | By Montreux Equity Partners IV, L.P.(2) | |||
| Series 5 Preferred Stock | (1) | 10/19/2018 | S(5) | 9,397 | (1) | (1) | Common Stock | 9,397 | $15 | 1,102,915 | I | By Montreux Equity Partners IV, L.P.(2) | |||
| Series 5 Preferred Stock | (1) | 10/19/2018 | C | 1,102,915 | (1) | (1) | Common Stock | 1,102,915 | (1) | 0 | I | By Montreux Equity Partners IV, L.P.(2) | |||
| Series 5 Preferred Stock | (1) | 10/19/2018 | C | 78,564 | (1) | (1) | Common Stock | 78,564 | (1) | 0 | I | By Montreux IV Associates, LLC(2) | |||
| Series 6 Preferred Stock | (3) | 10/19/2018 | C | 563,926 | (3) | (3) | Common Stock | 597,071 | (3) | 0 | I | By Montreux Equity Partners IV, L.P.(2) | |||
| Series 6 Preferred Stock | (3) | 10/19/2018 | C | 48,950 | (3) | (3) | Common Stock | 51,827 | (3) | 0 | I | By Montreux IV Associates, LLC(2) | |||
| Series 7 Preferred Stock | (1) | 10/19/2018 | C | 27,409 | (1) | (1) | Common Stock | 27,409 | (1) | 0 | I | By Montreux Equity Partners IV, L.P.(2) | |||
| Series 7 Preferred Stock | (1) | 10/19/2018 | C | 171,929 | (1) | (1) | Common Stock | 171,929 | (1) | 0 | I | By Montreux IV Associates IV, LLC(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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| Explanation of Responses: |
| 1. The Issuer's Series 5 Preferred Stock and Series 7 Preferred Stock automatically converted into an equal number of shares of Issuer's common stock immediately upon the closing of the Issuer's initial public offering and has no expiration date. |
| 2. Montreux Equity Management IV, L.L.C. ("MEM IV LLC") is the general partner of each of Montreux Equity Partners IV, L.P., Montreux IV Associates, L.L.C and Montreux IV Associates IV, L.L.C. Daniel K. Turner III is the managing director of MEM IV LLC and may be deemed to have voting and investment power over the shares held by each of these entities. Mr. Turner disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest, if any. |
| 3. The Issuer's Series 6 Preferred Stock automatically converted into approximately 1.05878 shares of Issuer's common stock immediately upon the closing of the Issuer's initial public offering and has no expiration date. |
| 4. Shares subject to the warrant are immediately exercisable. The warrant will expire in connection with the closing of the Issuer's initial public offering. |
| 5. Immediately prior to the closing of the Issuer's initial public offering, Montreux Equity Partners IV, L.P. exercised a warrant to purchase 15,496 shares of Series 5 Preferred Stock at an exercise price of $9.10 per share. The exercise price was paid on a net exercise cashless basis calculated using the Issuer's initial public offering price of $15.00, resulting in the Issuer withholding 9,397 of the warrant shares to pay the exercise price and issuing MEP the remaining 6,099 shares. |
| Remarks: |
| Montreux Equity Partners IV, L.P., By: Montreux Equity Management IV, L.L.C., Its: General Partner, /s/ Daniel K. Turner III, Managing Director | 10/19/2018 | |
| Montreux IV Associates, LLC, By: Montreux Equity Management IV, L.L.C., Its: General Partner, By: /s/ Daniel K. Turner III, Managing Director | 10/19/2018 | |
| Montreux IV Associates IV, LLC, By: Montreux Equity Management IV, L.L.C., Its: General Partner, By: /s/ Daniel K. Turner III, Managing Director | 10/19/2018 | |
| Montreux Equity Management IV, L.L.C., Its: General Partner, By: /s/ Daniel K. Turner III, Managing Director | 10/19/2018 | |
| /s/ Daniel K. Turner III | 10/19/2018 | |
| ** 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. | ||