SEC Form 4 · accession 0001104659-15-068996
REVA Medical, Inc. · RVA:AX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Senrigan Capital Management Ltd
10% Owner
Senrigan Capital Group Ltd
10% Owner
Nicholas Taylor
10% Owner
Period of report
Oct 2, 2015
Accepted (ET)
Oct 5, 2015 · 9:44 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001496268
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1,F2,F3,F4,F5,F6,F7 | Oct 2, 2015 | M | 4,375,000 | $2.17 | A | 5,765,230 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F6,F1,F2,F3,F4 | $2.17 | Oct 2, 2015 | M | 4,375,000 | D | — | Nov 17, 2019 | Common Stock, par value $0.0001 per share | 4,375,000 | 0 | I |
| 7.54% Convertible NotesF6,F7,F1,F2,F3,F4 | — | holding | — | — | — | — | Nov 14, 2019 | Common Stock, par value $0.0001 per share | — | 125 | I |
Explanation of responses
- F1Senrigan Capital Management Limited, a Cayman Islands limited company ("SCM") with a business address of PO Box 309,Ugland House, Grand Cayman, KY-1104, is filing this Form 4 jointly with Senrigan Capital Group Limited, a Hong Kong limited company ("SCG"), and Nick Taylor, a citizen of the United Kingdom each of whom has a business address of 11th Floor, LHT Tower, 31 Queens Road Central, Hong Kong and may be deemed to have a pecuniary interest in securities reported by it on this Form 4 ("the Subject Securities"). Collectively, these are the "Reporting Persons."
- F2SCM advises the accounts of the Senrigan Master Fund Limited, a Cayman Islands limited company, Senrigan US Feeder Fund Limited, a Cayman Islands limited company, and Senrigan Fund Limited, a Cayman Islands limited company ( together with Senrigan Master Fund Limited and Senrigan US Feeder Fund Limited, the "Senrigan Funds").
- F3SCM, as the investment manager to the Senrigan Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. Pursuant to an investment advisory agreement between SCM and SCG, SCG may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Nick Taylor's position as majority owner of SCM, Nick Taylor may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).
- F4Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- F5REVA Medical Inc. (the "Company") lists a CHESS Depositary Instrument, or "CDI," to enable its securities to be traded on the Australian Stock Exchange. Ten CDIs are equivalent to one share of Common Stock and have all the rights and privileges of Common Stock. Following the Options exercise described in footnote 6, the Reporting Persons hold 57,652,301 CDIs, which translate into the 5,765,230 shares of Common Stock set forth above.
- F6On November 14, 2014, the Company issued 125 convertible notes with a face value of $100,000 each (the "Convertible Notes") and 4,375,000 options (the "Options") to purchase 4,375,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") to SCM. On October 2, 2015, the Reporting Persons exercised 100% of the Options to purchase the Common Stock at a purchase price of A$2.5/USD 2.17 per share. Total purchase price of Common stock upon exercise of the Options was USD $9,505,781.25.
- F7The Convertible Notes are convertible at any time into shares of Common Stock. The conversion price for the Convertible Notes will initially be A$2.50 per share, subject to adjustment as further described in the Prospectus for Offering of Convertible Notes and Options, dated October 24, 2014 (the "Prospectus"). The number of shares of Common Stock to be issued upon conversion of the Convertible Notes is determined by dividing the face value of the Convertible Note converted (translated from US dollars into Australian dollars at the exchange rate fixed on the subscription date for the Convertible Note) by the conversion price in effect on the conversion date.