Galen Partners V, L.L.C. Form 4 TACTILE SYSTEMS TECHNOLOGY / Partners V, L.L.C. Galen ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Galen Partners V LP

(Last) (First) (Middle)

680 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TACTILE SYSTEMS TECHNOLOGY INC [ TCMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	08/02/2016		C		2,742,337	A	(1)	2,742,337	I	See footnote(2)(3)
Common Stock	08/02/2016		C		2,001,296	A	(4)	4,743,633	I	See footnote(3)(5)
Common Stock								62,055	I	See footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series A Preferred Stock	(1)	08/02/2016		C			1,942,336	(1)	(7)	Common Stock	1,942,336	(1)	0	D
Series B Preferred Stock	(4)	08/02/2016		C			1,156,467	(4)	(7)	Common Stock	1,156,467	(4)	0	D

1. Name and Address of Reporting Person^*

Galen Partners V LP

(Last) (First) (Middle)

680 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Galen Partners International V LP

(Last) (First) (Middle)

680 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Galen Management, LLC

(Last) (First) (Middle)

680 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Galen Partners V, L.L.C.

(Last) (First) (Middle)

680 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock was convertible at any time at the option of the holder, and converted automatically into shares of the Issuer's Common Stock on a one for 1.027 basis in connection with the closing of the Issuer's initial public offering. In addition, the holder was entitled to receive additional shares of common stock equal to the original purchase price per share ($4.2301) divided by the price to the public of the shares of common stock issued in the Issuer's initial public offering.

2. Includes 2,526,585 shares held of record by Galen Partners V, L.P. ("Galen V"), and 215,752 shares held of record by Galen Partners International V, L.P. ("Galen International V").

3. Galen Partners V, L.L.C. serves as the sole general partner of Galen V and Galen International V and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Each of the Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

4. Each share of Series B Preferred Stock was convertible at any time at the option of the holder, and converted automatically into shares of the Issuer's Common Stock on a one-for one basis in connection with the closing of the Issuer's initial public offering. In addition, the holder was entitled to receive additional shares of common stock equal to the original purchase price per share ($3.8048) divided by the price to the public of the shares of common stock issued in the Issuer's initial public offering and these shares accrued a dividend that was payable-in-kind in shares of the Issuer's common stock.

5. Includes 4,370,430 shares held of record by Galen V and 373,203 shares held of record by Galen International V.

6. The shares are held of record by Galen Management, LLC ("Galen Management").

7. The securities did not have an expiration date. The securities converted automatically into shares of the Issuer's Common Stock in connection with the closing of the Issuer's initial public offering.

Remarks:

	By: /s/ Zubeen Shroff, managing director of Galen Partners V, L.L.C., the general partner of Galen Partners V LP	08/04/2016
	/s/ Zubeen Shroff, managing director of Galen Partners V, L.L.C., the general partner of Galen Partners International V LP	08/04/2016
	/s/ Zubeen Shroff, member	08/04/2016
	/s/ Zubeen Shroff, managing director	08/04/2016
	** 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.