Venrock Associates VII Form 4 ShockWave Medical / Nimish P Shah 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

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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^*

Venrock Associates VII, L.P.

(Last) (First) (Middle)

C/O SHOCKWAVE MEDICAL, INC.

5403 BETSY ROSS DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ShockWave Medical, Inc. [ SWAV ]

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)
03/11/2019

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	03/11/2019		C		1,105,529	A	(1)	1,105,529	I	By Funds(4)
Common Stock	03/11/2019		C		1,016,492	A	(1)	2,122,021	I	By Funds(4)

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 B Convertible Preferred Stock	(1)	03/11/2019		C		1,105,529(2)		(1)	(1)	Common Stock	1,105,529(2)	(1)	0	I	By Funds(4)
Series C Convertible Preferred Stock	(1)	03/11/2019		C		1,016,492(3)		(1)	(1)	Common Stock	1,016,492(3)	(1)	0	I	By Funds(4)

1. Name and Address of Reporting Person^*

Venrock Associates VII, L.P.

(Last) (First) (Middle)

C/O SHOCKWAVE MEDICAL, INC.

5403 BETSY ROSS DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners II, L.P.

(Last) (First) (Middle)

C/O SHOCKWAVE MEDICAL, INC.

5403 BETSY ROSS DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Venrock Partners VII, L.P.

(Last) (First) (Middle)

C/O SHOCKWAVE MEDICAL, INC.

5403 BETSY ROSS DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings II, LLC

(Last) (First) (Middle)

C/O SHOCKWAVE MEDICAL, INC.

5403 BETSY ROSS DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Venrock Management VII, LLC

(Last) (First) (Middle)

C/O SHOCKWAVE MEDICAL, INC.

5403 BETSY ROSS DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shah Nimish P

(Last) (First) (Middle)

C/O SHOCKWAVE MEDICAL, INC.

5403 BETSY ROSS DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Koh Bong Y

(Last) (First) (Middle)

C/O SHOCKWAVE MEDICAL, INC.

5403 BETSY ROSS DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Management II, LLC

(Last) (First) (Middle)

C/O SHOCKWAVE MEDICAL, INC.

5403 BETSY ROSS DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

Explanation of Responses:

1. Each share the convertible preferred stock automatically converted into shares of Common Stock on a one-for-one basis immediately upon the closing of the Issuer's initial public offering without payment or consideration. The shares of the convertible preferred stock had no expiration date.

2. Consists of 745,139 shares of convertible preferred stock held by Venrock Associates VII, L.P., 212,500 shares of convertible preferred stock held by Venrock Healthcare Capital Partners II, L.P., 61,725 shares of convertible preferred stock held by Venrock Partners VII, L.P. and 86,165 shares of convertible preferred stock held by VHCP Co-Investment Holdings II, LLC.

3. Consists of 382,238 shares of convertible preferred stock held by Venrock Associates VII, L.P., 428,744 shares of convertible preferred stock held by Venrock Healthcare Capital Partners II, L.P., 31,663 shares of convertible preferred stock held by Venrock Partners VII, L.P. and 173,847 shares of convertible preferred stock held by VHCP Co-Investment Holdings II, LLC.

4. Venrock Management VII, LLC ("VM7") is the sole general partner of Venrock Associates VII, L.P. ("VA7") and Venrock Partners VII, L.P. ("VP7") and may be deemed to beneficially own these shares and expressly disclaims beneficial ownership over all shares held by VA7 and VP7 except to the extent of its indirect pecuniary interest therein. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. ("VHCP2") and the manager of VHCP Co-Investment Holdings II, LLC ("VHCP Co-Invest 2"), may be deemed to beneficially own these shares and expressly disclaims beneficial ownership over all shares held by VHCP2 and VHCP Co-Invest 2 except to the extent of its indirect pecuniary interest therein. Bong Koh and Nimish Shah are the managing members of VHCP Management II, LLC. Drs. Koh and Shah expressly disclaim beneficial ownership over all shares held by VHCP2 and VHCP Co-Invest 2 except to the extent of their indirect pecuniary interests therein.

	/s/ David L. Stepp, Authorized Signatory	03/13/2019
	/s/ David L. Stepp, Authorized Signatory	03/13/2019
	/s/ David L. Stepp, Authorized Signatory	03/13/2019
	/s/ David L. Stepp, Authorized Signatory	03/13/2019
	/s/ David L. Stepp, Authorized Signatory	03/13/2019
	/s/ David L. Stepp, Authorized Signatory	03/13/2019
	/s/ David L. Stepp, Authorized Signatory	03/13/2019
	/s/ David L. Stepp, Authorized Signatory	03/13/2019
	** Signature of Reporting Person	Date
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