SEC Form 5 · accession 0001104659-17-008814

REVA Medical, Inc. · RVA:AX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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 5 ("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, as at 31 December 2015, the Reporting Persons held 57,652,301 CDIs, which translate into the 5,765,230 shares of Common Stock.
• 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.
• F8On 7 July 2016, an institutional seller of 5,874,385 CDIs (see footnote 5 for explanation of CDI) executed a block trade with the Reporting Persons outside the market at a price of .98 AUD. At the prior request and agreement with the Company's senior management and members of the board of directors, on 13 July 2016 the Reporting Persons allocated 1,333,980 of the block trade CDIs to Ann Keating, Robert Thomas, Regina Groves, Robert Stockman, Gorden Nye, and Ross Breckenridge, their families and affiliated entities at a price of .98 AUD, resulting in no gain or loss from the transaction.
• F9The Reporting Persons carried all costs, fees and commissions associated with the 13 July allocation, resulting in a net loss to the Reporting Persons of 1,307 AUD. As a result of the block trade and allocation, the Reporting Persons purchased a net 4,540,405 CDI shares of the Company and as at December 31, 2016 therefore had total CDI holdings of 62,192,706 in the Company (equivalent to 6,219,271 Common Stock).