UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
TRANSENTERIX, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
89366M300
(CUSIP Number)
SOFAR S.p.A.
Via Firenze 40
Trezzano Rosa, Italy 20060
Attention: Andrea Biffi
Telephone: 0039 028083621
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 10, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of§§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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).
CUSIP No. 89366M300
| 1 | NAME OF REPORTING PERSON:
SOFAR S.p.A. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
1,482,008 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
1,482,008 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,482,008 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)
3.2% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
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CUSIP No. 89366M300
This Amendment No. 3 to Schedule 13D (this “Amendment”) is filed by SOFAR, S.p.A. (the “Investor” or the “Reporting Person”) and amends certain Items of the Schedule 13D, filed with the Securities and Exchange Commission (“SEC”) on September 30, 2015 and amended by Amendment No. 1, filed with the SEC on January 11, 2017, and Amendment No. 2, filed with the SEC on March 1, 2019.
Item 1. Security and Issuer
This Amendment is filed with respect to the shares of common stock, $0.001 par value per share (the “Common Stock”), of TransEnterix, Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 635 Davis Drive, Suite 300, Morrisville, North Carolina 27713.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to read as follows:
(a)-(b) The aggregate percentage of Common Stock reported owned by the Investor is 3.2%, based upon 46,089,766 shares outstanding as of March 10, 2020.
(c) Since Amendment No. 1 to Schedule 13D was filed with the SEC, the Investor has had no further transactions in the Company’s Common Stock. However, dilutive issuances of Common Stock by the Company have reduced the Investor’s percentage of beneficial ownership in the Company to less than five percent.
(d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock.
(e) As a result of the dilutive issuances of Common Stock described herein, on March 10, 2020, the Investor ceased to be a beneficial owner of more than five percent of the Common Stock of the Company. The filing of this Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Investor.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 20, 2020
| SOFAR S.P.A. | ||
| By: | /s/ Andrea Biffi | |
| Name: | Andrea Biffi | |
| Title: | Chief Executive Officer | |