SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/05/2015 | 3. Issuer Name and Ticker or Trading Symbol EndoChoice Holdings, Inc. [ GI ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2,188,962 | I | By SC US GF V Holdings, Ltd.(1) |
Common Stock | 1,150,401 | I | By Sequoia Capital U.S. Growth Fund V, L.P.(2) |
Common Stock | 632,872 | I | By Sequoia Capital Israel IV Holdings, L.P.(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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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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. SC US (TTGP), Ltd. ("SC US TTGP") is the general partner of SCGF V Management, L.P. ("GF V Management"), which is the general partner of each of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. As a result, SC US TTGP, Sequoia Capital U.S. Growth Fund V, L.P., Sequoia Capital USGF Principals Fund V, L.P. and GF V Management may be deemed to share voting and dispositive power with respect to the shares held by SC US GF V Holdings, Ltd. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
2. SC US TTGP is the general partner of GF V Management, which is the general partner of Sequoia Capital U.S. Growth Fund V, L.P. As a result, SC US TTGP and GF V Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital U.S. Growth Fund V, L.P. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
3. SC Israel IV GenPar, Ltd. is the general partner of SC Israel IV Management, L.P., which is the general partner of Sequoia Capital Israel IV Holdings, L.P. ("SC Israel IV Holdings"). As a result, SC Israel IV GenPar, Ltd. and SC Israel IV Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by SC Israel IV Holdings. The directors and stockholders of SC Israel IV GenPar, Ltd. that exercise voting and investment discretion with respect to SC Israel IV Holdings' investments are Shmuel Levy and Haim Sadger. As a result, Shmuel Levy and Haim Sadger may be deemed to share beneficial ownership of the shares held by SC Israel IV Holdings. |
4. (Continued from footnote 3) Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Remarks: |
Exhibit 24.1 : Limited Power of Attorney |
By: /s/ Melinda Dunn, **Melinda Dunn, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. | 06/05/2015 | |
By: /s/ Melinda Dunn, **Melinda Dunn, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGF V Management, L.P. | 06/05/2015 | |
By: /s/ Melinda Dunn, **Melinda Dunn, by power of attorney granted by the shareholders of SC US GF V Holdings, Ltd. | 06/05/2015 | |
By: /s/ Melinda Dunn, **Melinda Dunn, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGF V Management, L.P., the General Partner of Sequoia Capital US Growth Fund V, L.P. | 06/05/2015 | |
By: /s/ Melinda Dunn, **Melinda Dunn, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGF V Management, L.P., the General Partner of Sequoia Capital USGF Principals Fund V, L.P. | 06/05/2015 | |
By: /s/ Melinda Dunn, **Melinda Dunn, by power of attorney for Haim Sadger, a Director of SC Israel IV GenPar, Ltd. | 06/05/2015 | |
By: /s/ Melinda Dunn, **Melinda Dunn, by power of attorney for Haim Sadger, a Director of SC Israel IV GenPar, Ltd., the General Partner of SC Israel IV Management, L.P. | 06/05/2015 | |
By: /s/ Melinda Dunn, **Melinda Dunn, by power of attorney for Haim Sadger, a Director of SC Israel IV GenPar, Ltd., the General Partner of SC Israel IV Management, L.P., the General Partner of Sequoia Capital Israel IV Holdings, L.P. | 06/05/2015 | |
By: /s/ Melinda Dunn, **Melinda Dunn, by power of attorney for Haim Sadger | 06/05/2015 | |
By: /s/ Melinda Dunn, **Melinda Dunn, by power of attorney for Shmuel Levy | 06/05/2015 | |
** 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 5 (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. |