HealthCor Partners II Form 3 ReShape Lifesciences / Arthur Bruce Cohen ownership change

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^*

HealthCor Partners Fund II, L.P.

(Last) (First) (Middle)

1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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)

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

5. 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 Beneficially Owned
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)
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^*

HealthCor Partners Fund II, L.P.

(Last) (First) (Middle)

1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Partners Management LP

(Last) (First) (Middle)

1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Partners Management GP, LLC

(Last) (First) (Middle)

1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Partners II, L.P.

(Last) (First) (Middle)

1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Partners GP, LLC

(Last) (First) (Middle)

1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cohen Arthur Bruce

(Last) (First) (Middle)

12 SOUTH MAIN STREET, SUITE #203

(Street)

NORWALK CT 06854

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Healey Joseph Patrick

(Last) (First) (Middle)

1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightcap Jeffrey C

(Last) (First) (Middle)

1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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
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