UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Itamar Medical LTD.
(Name of Issuer)
Ordinary Shares, par value of NIS 0.01 per share
(Title of Class of Securities)
465437 10 1
(CUSIP Number)
February 26, 2019 (1)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| (1) | This amendment reflects a correction to the outstanding shares noted in the initial filing. |
| CUSIP NO. 465437 10 1 | Page 2 of 9 |
| 1. | Name of reporting persons:
MS PACE LP | |||||
| 2. | Check the appropriate box if a member of a group: (a) ☐ (b) ☒
| |||||
| 3. | SEC use only:
| |||||
| 4. | Citizenship or place of organization:
State of Delaware | |||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power:
40,307,413 | ||||
| 6. | Shared voting power:
-0- | |||||
| 7. | Sole dispositive power:
40,307,413 | |||||
| 8. | Shared dispositive power:
-0- | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
40,307,413 (see Item 4) | |||||
| 10. | Check if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row 9:
13.5% (see item 4) | |||||
| 12. | Type of reporting person:
IV | |||||
| CUSIP NO. 465437 10 1 | Page 3 of 9 |
| 1. | Name of reporting persons:
MS PACE MANAGEMENT, LLC | |||||
| 2. | Check the appropriate box if a member of a group: (a) ☐ (b) ☒
| |||||
| 3. | SEC use only:
| |||||
| 4. | Citizenship or place of organization:
State of Delaware | |||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
40,307,413 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
40,307,413 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
40,307,413 (see Item 4) | |||||
| 10. | Check if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row 9:
13.5% (see item 4) | |||||
| 12. | Type of reporting person:
IV | |||||
| CUSIP NO. 465437 10 1 | Page 4 of 9 |
| 1. | Name of reporting persons:
SIGHTLINE MS GP, LLC | |||||
| 2. | Check the appropriate box if a member of a group: (a) ☐ (b) ☒
| |||||
| 3. | SEC use only:
| |||||
| 4. | Citizenship or place of organization:
State of Delaware | |||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
40,307,413 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
40,307,413 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
40,307,413 (see Item 4) | |||||
| 10. | Check if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row 9:
13.5% (see item 4) | |||||
| 12. | Type of reporting person:
IV | |||||
| CUSIP NO. 465437 10 1 | Page 5 of 9 |
| Item 1(a). | Name of issuer: |
Itamar Medical Ltd.
| Item 1(b). | Address of issuer’s principal executive offices: |
9 Halamish Street
Caesarea 3088900, Israel
| Item 2(a). | Names of person filing: |
MS PACE LP
| Item 2(b). | Address of principal business office: |
8500 Normandale Lake Blvd, Suite 1070
Bloomington, MN 55437
| Item 2(c). | Citizenship: |
Citizenship is set forth in Row 4 of the cover page for the Reporting Person and is incorporated herein by reference.
| Item 2(d). | Title of class of securities: |
Ordinary Shares, par value of NIS 0.01 per share, of the Issuer.
| Item 2(e). | CUSIP No.: |
465437 10 1
| Item 3. | If this statement is filed pursuant to Secs.240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| CUSIP NO. 465437 10 1 | Page 6 of 9 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: 40,307,413 |
| (b) | Percent of class: 13.5% (see below) |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 40,307,413 |
| (ii) | Shared power to vote or to direct the vote: 40,307,413 |
MC Pace Management, LLC |
Sightline MS GP, LLC |
| (iii) | Sole power to dispose or to direct the disposition of: 40,307,413 |
| (iv) | Shared power to dispose or to direct the disposition of: 40,307,413 |
MC Pace Management, LLC |
Sightline MS GP, LLC |
As of February 26, 2019, the date of the Issuer’s initial public offering, MS Pace LP (“MSP”), a Delaware limited partnership, and its controlling corporation, MS Pace Management, LLC, a Delaware limited liability company (“MSP Management”) and Sightline MS GP, LLC, a Delaware limited liability company (“Sightline,” and together with MSP and MSP Management, the “Reporting Persons”), beneficially owned 40,307,413 shares (which does not include 847,400 shares of common stock issuable upon exercise of Warrants (Series 4) that expired May 4, 2019), or 13.5% of the total outstanding Ordinary Shares as of such date. Currently, the Reporting Persons beneficially own 40,307,413 Ordinary Shares of the Issuer, or 12.1% based on 334,002,713 Ordinary Shares outstanding at the end of the day on May 5, 2019.
MSP Management as General Partner of MSP and its General Partner, Sightline, may be deemed to have the shared power to direct the disposition and vote of, and therefore to own the shares held by the Reporting Persons. Each of MSP Management and Sightline disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that either MSP Management or Sightline is the beneficial owner of the securities for purposes of Section 13 or any other purpose.
| Item 5. | Ownership of 5 percent or Less of a Class: |
Not Applicable.
| Item 6. | Ownership of More than 5 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 or Control Person: |
Not Applicable.
| CUSIP NO. 465437 10 1 | Page 7 of 9 |
| Item 8. | Identification and Classification of Members of the Group: |
Not Applicable.
| Item 9. | Notice of Dissolution of Group: |
Not Applicable.
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP NO. 465437 10 1 | Page 8 of 9 |
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: August 8, 2019
| SIGHTLINE MS GP, LLC | ||
| By: | /s/ Buzz Benson | |
| Name: | Buzz Benson | |
| Title: | Manager | |
| MS PACE MANAGEMENT, LLC | ||
| By: | /s/ Buzz Benson | |
| Name: | Buzz Benson | |
| Title: | Manager | |
| MS PACE LP | ||
| By: | /s/ Buzz Benson | |
| Name: | Buzz Benson | |
| Title: | Manager | |
| CUSIP NO. 465437 10 1 | Page 9 of 9 |
EXHIBIT INDEX
Exhibit | Description | |
| A | Joint Filing Agreement (incorporated by reference to Schedule 13G filed July 31, 2019) | |
