UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
NXSTAGE MEDICAL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
67072V103
(CUSIP Number)
December 31, 2013
(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) |
| [X] | Rule 13d-1(c) |
| [_] | Rule 13d-1(d) |
The information required in 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 (the “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).
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Larry N. Feinberg |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_] (b) [_]
|
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER
150,862 |
| 6 | SHARED VOTING POWER
3,372,681 | |
| 7 | SOLE DISPOSITIVE POWER
150,862 | |
| 8 | SHARED DISPOSITIVE POWER
3,372,681 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,523,543 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [_] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8% | |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Partners, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_] (b) [_]
|
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
2,395,614 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
2,395,614 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,395,614 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [_] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% | |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Institutional Partners, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_] (b) [_]
|
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
354,037 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
354,037 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,037 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [_] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% | |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Associates, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_] (b) [_]
|
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
2,749,651 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
2,749,651 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,749,651 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [_] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5% | |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Ten Fund Master, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_] (b) [_]
|
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
546,524 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
546,524 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546,524 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [_] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% | |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc. Employees’ Retirement Plan |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_] (b) [_]
|
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
64,906 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
64,906 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,906 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [_] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
EP
| |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_] (b) [_]
|
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
611,430 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
611,430 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
611,430 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [_] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% | |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
CO
| |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Feinberg Family Foundation |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_] (b) [_]
|
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
11,600 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
11,600 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,600 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | [_] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO
| |
This Amendment No. 1 to Schedule 13G (this "Amendment No. 1") is being filed with respect to the Common Stock, par value $.001 (“Common Stock”) of NxStage Medical, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13G filed on December 30, 2013 (as so amended, the “Schedule 13G”), in accordance with the annual amendment requirements. Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G.
Item 4. Ownership:
Item 4 of the Schedule 13G is hereby amended and restated as follows:
The percentage of shares owned is based upon 60,930,965 shares of the Issuer’s Common Stock issued and outstanding as of November 1, 2013, as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed with the Securities and Exchange Commission on November 7, 2013.
The beneficial ownership of the Reporting Persons as of the date of this Amendment No. 1 is set forth below. This filing and any future amendments hereto shall not be considered an admission that any Reporting Person is a beneficial owner of shares beneficially owned by any other Reporting Person named herein.
| A. | Larry N. Feinberg |
| (a) | Amount beneficially owned: 3,523,543 |
| (b) | Percent of class: 5.8% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 150,862 |
| (ii) | Shared power to vote or direct the vote: 3,372,681 |
| (iii) | Sole power to dispose or direct the disposition: 150,862 |
| (iv) | Shared power to dispose or direct the disposition: 3,372,681 |
| B. | Oracle Partners, L.P. |
| (a) | Amount beneficially owned: 2,395,614 |
| (b) | Percent of class: 3.9% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 2,395,614 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 2,395,614 |
| C. | Oracle Institutional Partners, L.P. |
| (a) | Amount beneficially owned: 354,037 |
| (b) | Percent of class: 0.6% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 354,037 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 354,037 |
| D. | Oracle Associates, LLC |
| (a) | Amount beneficially owned: 2,749,651 |
| (b) | Percent of class: 4.5% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 2,749,651 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 2,749,651 |
| E. | Oracle Ten Fund Master, L.P. |
| (a) | Amount beneficially owned: 546,524 |
| (b) | Percent of class: 0.9% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 546,524 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 546,524 |
| F. | Oracle Investment Management, Inc. Employees’ Retirement Plan |
| (a) | Amount beneficially owned: 64,906 |
| (b) | Percent of class: 0.1% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 64,906 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 64,906 |
| G. | Oracle Investment Management, Inc. |
| (a) | Amount beneficially owned: 611,430 |
| (b) | Percent of class: 1.0% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 611,430 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 611,430 |
| H. | The Feinberg Family Foundation |
| (a) | Amount beneficially owned: 11,600 |
| (b) | Percent of class: 0.0% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 11,600 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 11,600 |
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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: February 7, 2014
/s/ Larry N. Feinberg
Larry N. Feinberg, Individually
ORACLE PARTNERS, L.P.
By: ORACLE ASSOCIATES, LLC, its general partner
By:/s/ Larry N. Feinberg
Larry N. Feinberg, Managing Member
ORACLE INSTITUTIONAL PARTNERS, L.P.
By: ORACLE ASSOCIATES, LLC, its general partner
By:/s/ Larry N. Feinberg
Larry N. Feinberg, Managing Member
ORACLE ASSOCIATES, LLC
By:/s/ Larry N. Feinberg
Larry N. Feinberg, Managing Member
ORACLE TEN FUND MASTER, L.P.
By: ORACLE ASSOCIATES, LLC, its general partner
By:/s/ Larry N. Feinberg
Larry N. Feinberg, Managing Member
ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES’ RETIREMENT PLAN
By:/s/ Aileen Wiate
Aileen Wiate, Trustee
ORACLE INVESTMENT MANAGEMENT, INC.
By:/s/ Larry N. Feinberg
Larry N. Feinberg, Managing Member
THE FEINBERG FAMILY FOUNDATION
By:/s/ Larry N. Feinberg
Larry N. Feinberg, Trustee
