Craig C Taylor Form 4 Restoration Robotics / CRAIG C TAYLOR 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^*

TAYLOR CRAIG C

(Last)

(First)

(Middle)

C/O RESTORATION ROBOTICS, INC.

128 BAYTECH DRIVE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Restoration Robotics Inc [ HAIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/16/2017		C		12,466	A	⁽¹⁾	12,466	I	See Footnote⁽²⁾
Common Stock	10/16/2017		C		13,650	A	⁽¹⁾	26,116	I	See Footnote⁽²⁾
Common Stock	10/16/2017		C		16,643	A	⁽¹⁾	42,759	I	See Footnote⁽²⁾
Common Stock	10/16/2017		C		2,282	A	$7	45,041	I	See Footnote⁽²⁾
Common Stock	10/16/2017		C		461,717	A	⁽¹⁾	461,717	I	See Footnote⁽³⁾
Common Stock	10/16/2017		C		505,580	A	⁽¹⁾	967,297	I	See Footnote⁽³⁾
Common Stock	10/16/2017		C		616,446	A	⁽¹⁾	1,583,743	I	See Footnote⁽³⁾
Common Stock	10/16/2017		C		84,526	A	$7	1,668,269	I	See Footnote⁽³⁾
Common Stock	10/16/2017		C		474,184	A	⁽¹⁾	474,184	I	See Footnote⁽⁴⁾
Common Stock	10/16/2017		C		519,230	A	⁽¹⁾	993,414	I	See Footnote⁽⁴⁾
Common Stock	10/16/2017		C		633,094	A	⁽¹⁾	1,626,508	I	See Footnote⁽⁴⁾
Common Stock	10/16/2017		C		86,809	A	$7	1,713,317	I	See Footnote⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	10/16/2017		C			12,466	⁽¹⁾	⁽⁵⁾	Common Stock	12,466	⁽¹⁾	0	I	See Footnote⁽²⁾
Series A Preferred Stock	⁽¹⁾	10/16/2017		C			461,717	⁽¹⁾	⁽⁵⁾	Common Stock	461,717	⁽¹⁾	0	I	See Footnote⁽³⁾
Series A Preferred Stock	⁽¹⁾	10/16/2017		C			474,184	⁽¹⁾	⁽⁵⁾	Common Stock	474,184	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	10/16/2017		C			13,650	⁽¹⁾	⁽⁵⁾	Common Stock	13,650	⁽¹⁾	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/16/2017		C			505,580	⁽¹⁾	⁽⁵⁾	Common Stock	505,580	⁽¹⁾	0	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽¹⁾	10/16/2017		C			519,230	⁽¹⁾	⁽⁵⁾	Common Stock	519,230	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	10/16/2017		C			16,643	⁽¹⁾	⁽⁵⁾	Common Stock	16,643	⁽¹⁾	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	10/16/2017		C			616,446	⁽¹⁾	⁽⁵⁾	Common Stock	616,446	⁽¹⁾	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	10/16/2017		C			633,094	⁽¹⁾	⁽⁵⁾	Common Stock	633,094	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Convertible Promissory Note	$7	10/16/2017		C			$15,888.66⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	2,282	⁽⁶⁾	0	I	See Footnote⁽²⁾
Convertible Promissory Note	$7	10/16/2017		C			$588,463.1⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	84,526	⁽⁶⁾	0	I	See Footnote⁽³⁾
Convertible Promissory Note	$7	10/16/2017		C			$604,351.76⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	86,809	⁽⁶⁾	0	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. The shares of the Issuer's Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's Initial Public Offering (the "IPO").

2. The securities are directly held by Alloy Partners 2002, L.P. ("Alloy Partners 2002"). Alloy Ventures 2002, LLC ("Ventures 2002"), as the sole general partner of Alloy Partners 2002, may be deemed to beneficially own the securities held by Alloy Partners 2002. The Reporting Person is a managing director of Ventures 2002, and as such may be deemed to beneficially own the securities held by Alloy Partners 2002. The Reporting Person disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

3. The securities are directly held by Alloy Ventures 2002, L.P. ("Alloy Ventures 2002"). Ventures 2002, as the sole general partner of Alloy Ventures 2002, may be deemed to beneficially own the securities held by Alloy Ventures 2002. The Reporting Person is a managing director of Ventures 2002, and as such may be deemed to beneficially own the securities held by Alloy Ventures 2002. The Reporting Person disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

4. The securities are directly held by Alloy Ventures 2005, L.P. ("Alloy Ventures 2005"). Alloy Ventures 2005, LLC ("Ventures 2005"), as the sole general partner of Alloy Ventures 2005, may be deemed to beneficially own the securities held by Alloy Ventures 2005. The Reporting Person is a managing director of Ventures 2005, and as such may be deemed to beneficially own the securities held by Alloy Ventures 2005. The Reporting Person disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

5. The expiration date is not relevant to the conversion of these securities.

6. The amount reported in column 5 is the principal amount of Reporting Person's Convertible Promissory Note (the "Note"). The outstanding principal and accrued interest of the Note automatically converted into shares of the Issuer's Common Stock at the price per share available to the public as set forth in the final prospectus related to the Issuer's IPO upon the closing of the IPO.

	/s/ Charlotte Holland, Attorney-in-Fact for Craig C Taylor	10/16/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Craig C Taylor Form 4Restoration Robotics / CRAIG C TAYLOR ownership change