Telegraph Hill Partners Management SC 13G LDR Holding Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.__)*

LDR Holding Corporation

(Name of Issuer)

$0.001 par value common stock

(Title of Class of Securities)

50185U105

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

*The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No.

50185U105

Page 2 of 21 Pages

1.	Names of Reporting Persons. Telegraph Hill Partners, L.P. I.R.S. Identification Nos. of above persons (entities only).
	EIN 26-0020271

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	69,971 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	69,971 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	69,971 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 0.3% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	PN

SCHEDULE 13G

CUSIP No.

50185U105

Page 3 of 21 Pages

1.	Names of Reporting Persons. THP Affiliates Fund, LLC I.R.S. Identification Nos. of above persons (entities only).
	EIN 20-4694471

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	16,149 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	16,149 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	16,149 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 0.1% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	OO

SCHEDULE 13G

CUSIP No.

50185U105

Page 4 of 21 Pages

1.	Names of Reporting Persons. Telegraph Hill Partners Investment Management, LLC I.R.S. Identification Nos. of above persons (entities only).
	EIN 26-0020339

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	86,120 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	86,120 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	86,120 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 0.4% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	OO

SCHEDULE 13G

CUSIP No.

50185U105

Page 5 of 21 Pages

1.	Names of Reporting Persons. Telegraph Hill Partners SBIC, L.P. I.R.S. Identification Nos. of above persons (entities only).
	EIN 56-2393856

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	375,320 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	375,320 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	375,320 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 1.6% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	PN

SCHEDULE 13G

CUSIP No.

50185U105

Page 6 of 21 Pages

1.	Names of Reporting Persons. Telegraph Hill Partners SBIC, LLC I.R.S. Identification Nos. of above persons (entities only).
	EIN 56-2393852

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	375,320 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	375,320 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	375,320 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 1.6% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	OO

SCHEDULE 13G

CUSIP No.

50185U105

Page 7 of 21 Pages

1.	Names of Reporting Persons. Telegraph Hill Partners II, LP I.R.S. Identification Nos. of above persons (entities only).
	EIN 20-2608235

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	2,584,683 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	2,584,683 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	2,584,683 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 10.7% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	PN

SCHEDULE 13G

CUSIP No.

50185U105

Page 8 of 21 Pages

1.	Names of Reporting Persons. THP II Affiliates Fund, LLC I.R.S. Identification Nos. of above persons (entities only).
	EIN 20-4136474

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	56,891 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	56,891 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	56,891 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 0.2% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	OO

SCHEDULE 13G

CUSIP No.

50185U105

Page 9 of 21 Pages

1.	Names of Reporting Persons. Telegraph Hill Partners II Investment Management, LLC I.R.S. Identification Nos. of above persons (entities only).
	EIN 20-2608222

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	2,641,574 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	2,641,574 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	2,641,574 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 11.0% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	OO

SCHEDULE 13G

CUSIP No.

50185U105

Page 10 of 21 Pages

1.	Names of Reporting Persons. Telegraph Hill Partners Management Company, LLC I.R.S. Identification Nos. of above persons (entities only).
	EIN 26-0020330

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	2,727,694 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	2,727,694 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	2,727,694 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 11.3% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	OO

SCHEDULE 13G

CUSIP No.

50185U105

Page 11 of 21 Pages

1.	Names of Reporting Persons. Robert G. Shepler I.R.S. Identification Nos. of above persons (entities only).

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	United States

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	3,103,014 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	3,103,014 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,103,014 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 12.9% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	IN

SCHEDULE 13G

CUSIP No.

50185U105

Page 12 of 21 Pages

1.	Names of Reporting Persons. J. Matthew Mackowski I.R.S. Identification Nos. of above persons (entities only).

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	United States

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	3,103,014 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	3,103,014 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,103,014 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 12.9% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	IN

SCHEDULE 13G

CUSIP No.

50185U105

Page 13 of 21 Pages

1.	Names of Reporting Persons. Thomas A. Raffin I.R.S. Identification Nos. of above persons (entities only).

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	United States

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	3,103,014 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	3,103,014 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,103,014 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 12.9% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	IN

SCHEDULE 13G

CUSIP No.

50185U105

Page 14 of 21 Pages

1.	Names of Reporting Persons. Deval A. Lashkari I.R.S. Identification Nos. of above persons (entities only).

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	£
	(b)	T

SEC Use Only

4.	Citizenship or Place of Organization
	United States

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power -0-
	6. Shared Voting Power
	3,103,014 (See Item 4)
	7. Sole Dispositive Power
	-0-
	8. Shared Dispositive Power
	3,103,014 (See Item 4)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,103,014 (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £
11.	Percent of Class Represented by Amount in Row (9) 12.9% (See Item 4)
12.	Type of Reporting Person (See Instructions)
	IN

Item 1.

(a)

Name of Issuer:

LDR Holding Corporation (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

13785 Research Boulevard, Suite 200

Austin, Texas 78750

Item 2.

(a)

Name of Person(s) Filing:

This statement on Schedule 13G is filed by Telegraph Hill Partners, L.P. (“THP I”), THP Affiliates Fund, LLC (“THP I AFF”), Telegraph Hill Partners Investment Management, LLC (“THP I IM”), Telegraph Hill Partners SBIC, L.P.(“THP SBIC”), Telegraph Hill Partners SBIC, LLC (“THP SBIC GP”), Telegraph Hill Partners II, L.P. (“THP II”), THP II Affiliates Fund, LLC (“THP II AFF”), Telegraph Hill Partners II Investment Management, LLC (“THP II IM”), Telegraph Hill Partners Management Company, LLC ("THPMC"), Robert G. Shepler (“Shepler”), J. Matthew Mackowski (“Mackowski”), Deval A. Lashkari (“Lashkari”), and Thomas A. Raffin (“Raffin”, together with THP I, THP I AFF, THP I IM, THP SBIC, THP SBIC GP, THP II, THP II AFF, THP II IM, THPMC, Shepler, Mackowski, and Lashkari, collectively, the “Reporting Persons” ).

(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is 360 Post Street, Suite 601, San Francisco, CA 94108.

(c)

Citizenship:

THP I	Delaware
THP I AFF	Delaware
THP I IM	Delaware
THP SBIC	Delaware
THP SBIC GP	Delaware
THP II	Delaware
THP II AFF	Delaware
THP II IM	Delaware
THPMC	Delaware
Robert G. Shepler	U.S. Citizen
J. Matthew Mackowski	U.S. Citizen
Thomas A. Raffin	U.S. Citizen
Deval A. Lashkari	U.S. Citizen

(d)

Title of Class of Securities:

common stock, $0.001 par value per share (the “Common Stock”)

(e)

CUSIP Number: 50185U105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Reporting Persons (1)	Shares Held Directly	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Beneficial Ownership	Percentage of Class (2)
THP I	69,971	0	69,971	0	69,971	69,971	0.3%
THP I AFF	16,149	0	16,149	0	16,149	16,149	0.1%
THP I IM	0	0	86,120	0	86,120	86,120	0.4%
THP SBIC	375,320	0	375,320	0	375,320	375,320	1.6%
THP SBIC GP	0	0	375,320	0	375,320	375,320	1.6%
THP II	2,584,683	0	2,584,683	0	2,584,683	2,584,683	10.7%
THP II AFF	56,891	0	56,891	0	56,891	56,891	0.2%
THP II IM	0	0	2,641,574	0	2,641,574	2,641,574	11.0%
THPMC	0	0	2,727,694	0	2,727,694	2,727,694	11.3%
Robert G. Shepler	0	0	3,103,014	0	3,103,014	3,103,014	12.9%
J. Matthew Mackowski	0	0	3,103,014	0	3,103,014	3,103,014	12.9%
Thomas A. Raffin	0	0	3,103,014	0	3,103,014	3,103,014	12.9%
Deval A. Lashkari	0	0	3,103,014	0	3,103,014	3,103,014	12.9%

(1) THPMC is the manager of THP I IM, which serves as the general partner of THP I and the manager of THP I AFF and has voting and investment control over the shares held by THP I and THP I AFF and is deemed to beneficially own those shares although it owns no shares directly. THP SBIC GP serves as the general partner of THP SBIC and has voting and investment control over the shares held by THP SBIC and is deemed to beneficially own those shares although it owns no shares directly. THPMC is the manager of THP II IM, which serves as the general partner of THP II and the manager of THP II AFF and has voting and investment control over the shares held by THP II and THP II AFF and is deemed to beneficially own those shares although it owns no shares directly.

Messrs. Shepler, Mackowski, Raffin and Lashkari are managers of each of THP SBIC GP and THPMC and, as such, share voting and dispositive power over the shares held by THP I, THP I AFF, THP SBIC, THP II, and THP II AFF and may be deemed to own beneficially the shares held by THP I, THP I AFF, THP SBIC, THP II, and THP II AFF. None of Shepler, Mackowski, Raffin and Lashkari directly owns any shares of Common Stock.

(2) This percentage is calculated based upon (i) 23,425,869 shares of Common Stock outstanding as of October 31, 2013 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013, and (ii) 650,669 shares of Common Stock issued by the Issuer on December 27, 2013, as disclosed by the Issuer in its Current Report on Form 8-K, filed on December 27, 2013 with the Securities and Exchange Commission.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

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: February 14, 2014

	Telegraph Hill Partners, L.P. By: Telegraph Hill Partners Investment Management, LLC Its: General Partner By: Telegraph Hill Partners Management Company LLC Its: Manager

	By:	/s/ Robert G. Shepler
	Manager

	THP Affiliates Fund, LLC By: Telegraph Hill Partners Investment Management, LLC Its: Manager By: Telegraph Hill Partners Management Company LLC Its: Manager


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners Investment Management, LLC By: Telegraph Hill Partners Management Company LLC Its: Manager


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners SBIC, L.P. By: Telegraph Hill Partners SBIC, LLC Its: General Partner


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners SBIC, LLC


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners II, L.P. By: Telegraph Hill Partners II Investment Management, LLC Its: General Partner By: Telegraph Hill Partners Management Company LLC Its: Manager


	By:	/s/ Robert G. Shepler
	Manager

	THP II Affiliates Fund, LLC By: Telegraph Hill Partners II Investment Management, LLC Its: Manager By: Telegraph Hill Partners Management Company LLC Its: Manager


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners II Investment Management, LLC By: Telegraph Hill Partners Management Company LLC


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners Management Company, LLC


	By:	/s/ Robert G. Shepler
	Manager

	/s/ Robert G. Shepler
	Robert G. Shepler

	/s/ J. Matthew Mackowski
	J. Matthew Mackowski

	/s/ Thomas A. Raffin
	Thomas A. Raffin

	/s/ Deval Lashkari
	Deval A. Lashkari

JOINT FILING AGREEMENT

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement.

Dated: February 14, 2014

	Telegraph Hill Partners, L.P. By: Telegraph Hill Partners Investment Management, LLC Its: General Partner By: Telegraph Hill Partners Management Company LLC Its: Manager

	By:	/s/ Robert G. Shepler
	Manager

	THP Affiliates Fund, LLC By: Telegraph Hill Partners Investment Management, LLC Its: Manager By: Telegraph Hill Partners Management Company LLC Its: Manager


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners Investment Management, LLC By: Telegraph Hill Partners Management Company LLC Its: Manager


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners SBIC, L.P. By: Telegraph Hill Partners SBIC, LLC Its: General Partner


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners SBIC, LLC


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners II, L.P. By: Telegraph Hill Partners II Investment Management, LLC Its: General Partner By: Telegraph Hill Partners Management Company LLC Its: Manager


	By:	/s/ Robert G. Shepler
	Manager

	THP II Affiliates Fund, LLC By: Telegraph Hill Partners II Investment Management, LLC Its: Manager By: Telegraph Hill Partners Management Company LLC Its: Manager


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners II Investment Management, LLC By: Telegraph Hill Partners Management Company LLC


	By:	/s/ Robert G. Shepler
	Manager

	Telegraph Hill Partners Management Company, LLC


	By:	/s/ Robert G. Shepler
	Manager

	/s/ Robert G. Shepler
	Robert G. Shepler

	/s/ J. Matthew Mackowski
	J. Matthew Mackowski

	/s/ Thomas A. Raffin
	Thomas A. Raffin

	/s/ Deval Lashkari
	Deval A. Lashkari

Telegraph Hill Partners Management SC 13GLDR Holding Corp