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) 10/03/2017 | 3. Issuer Name and Ticker or Trading Symbol ReShape Lifesciences Inc. [ RSLS ] | |||||||||||||
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, par value $0.01 per share | 37,892(1) | D(2)(3) |
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 | ||||
Series C Convertible Preferred Stock, par value $0.01 | (3) | (3) | Common Stock | 311,247(1) | (3) | 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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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. Share amounts and conversion ratios reflect the 15-for-1 reverse stock split effected June 4, 2018. |
2. HealthCor Partners Fund II, L.P. ("HCPII Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. The shares held by HCPII Fund may be deemed to be beneficially owned by HealthCor Partners II, L.P. ("HCP2LP"), its general partner, and by HealthCor Partners GP, LLC ("HCPGP"), the general partner of HCP2LP. HealthCor Partners Management, L.P. ("HPMLP") serves as the investment manager to HCPII Fund, and HealthCor Partners Management GP, LLC ("HCPMGP") serves as the general partner of HPMLP. Jeffrey C. Lightcap, Arthur Cohen, and Joseph Healey are managing members of HCPMGP and HCPGP. Each reporting owner disclaims beneficial ownership of shares held by HCPII Fund except to the extent of any pecuniary interest therein. |
3. The shares were issued in connection with the Agreement and Plan of Merger, dated October 2, 2017, among ReShape Lifesciences Inc. (formerly EnteroMedics Inc., the "Company"), ReShape Medical, Inc. ("ReShape Medical"), and the other parties named therein (the "Merger Agreement"), pursuant to which the Company acquired ReShape Medical. Each share of Series C Convertible Preferred Stock issued under the Merger Agreement is convertible into 6.6667 shares of common stock, subject to and contingent upon the approval of the Company's stockholders in accordance with the NASDAQ Stock Market Rules. The Company's stockholders approved such conversion on December 19, 2017. The Series C Preferred Stock has no expiration date. |
Remarks: |
HealthCor Partners II, L.P., for itself and as general partner on behalf of HealthCor Partners Fund II, L.P, By: HealthCor Partners GP, LLC, its general partner, By: /s/ Jeffrey C. Lightcap, Managing Member | 06/05/2018 | |
HealthCor Partners GP, LLC, its general partner, By: /s/ Jeffrey C. Lightcap, Managing Member | 06/05/2018 | |
HealthCor Partners Management GP, LLC, for itself and as general partner on behalf of HealthCor Partners Management, L.P., By: /s/ Jeffrey C. Lightcap, Managing Member | 06/05/2018 | |
/s/ Anabelle P. Gray as attorney-in-fact for Arthur Cohen | 06/05/2018 | |
/s/ Anabelle P. Gray as attorney-in-fact for Joseph Patrick Healey | 06/05/2018 | |
/s/ Jeffrey C. Lightcap | 06/05/2018 | |
** 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 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. |