SEC Form 4 · accession 0001209191-16-135573
TACTILE SYSTEMS TECHNOLOGY INC · TCMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Galen Partners V LP
10% Owner
Galen Partners International V LP
10% Owner
Galen Management, LLC
10% Owner
Galen Partners V, L.L.C.
10% Owner
Period of report
Aug 2, 2016
Accepted (ET)
Aug 4, 2016 · 6:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001027838
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Aug 2, 2016 | C | 2,742,337 | — | A | 2,742,337 | I | See footnote |
| Common StockF4,F3,F5 | Aug 2, 2016 | C | 2,001,296 | — | A | 4,743,633 | I | See footnote |
| Common StockF6 | holding | — | — | — | 62,055 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F7 | — | Aug 2, 2016 | C | 1,942,336 | D | — | — | Common Stock | 1,942,336 | 0 | D |
| Series B Preferred StockF4,F7 | — | Aug 2, 2016 | C | 1,156,467 | D | — | — | Common Stock | 1,156,467 | 0 | D |
Explanation of responses
- F1Each share of Series A Preferred Stock was convertible at any time at the option of the holder, and converted automatically into shares of the Issuer's Common Stock on a one for 1.027 basis in connection with the closing of the Issuer's initial public offering. In addition, the holder was entitled to receive additional shares of common stock equal to the original purchase price per share ($4.2301) divided by the price to the public of the shares of common stock issued in the Issuer's initial public offering.
- F2Includes 2,526,585 shares held of record by Galen Partners V, L.P. ("Galen V"), and 215,752 shares held of record by Galen Partners International V, L.P. ("Galen International V").
- F3Galen Partners V, L.L.C. serves as the sole general partner of Galen V and Galen International V and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Each of the Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.
- F4Each share of Series B Preferred Stock was convertible at any time at the option of the holder, and converted automatically into shares of the Issuer's Common Stock on a one-for one basis in connection with the closing of the Issuer's initial public offering. In addition, the holder was entitled to receive additional shares of common stock equal to the original purchase price per share ($3.8048) divided by the price to the public of the shares of common stock issued in the Issuer's initial public offering and these shares accrued a dividend that was payable-in-kind in shares of the Issuer's common stock.
- F5Includes 4,370,430 shares held of record by Galen V and 373,203 shares held of record by Galen International V.
- F6The shares are held of record by Galen Management, LLC ("Galen Management").
- F7The securities did not have an expiration date. The securities converted automatically into shares of the Issuer's Common Stock in connection with the closing of the Issuer's initial public offering.