SEC Form 5 · accession 0001104659-18-009247

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 5 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.
• F5On June 16, 2017, the Reporting Persons acquired 135,000 stock options ("Stock Options") which confers the right to subscribe for one share of Reva Medical, Inc. common stock at par value $0.0001 (the "Common Stock") at an exercise price of either: (i) $5.00, if the Stock Option is exercised before an IPO or a pre-IPO share sale with net proceeds to the issuer of greater than $25,000,000 ("Subsequent Financing"); or (ii) if the Stock Option is exercised after an IPO or Subsequent Financing has occurred, the greater of (A) the applicable Subsequent Financing Price or IPO Price (as the case may be), but in no event to exceed $7.212 and (B) $5.00.
• F6On June 16, 2017, the Reporting Persons acquired 30 convertible notes with a face value of $100,000 each (the "8.00% Convertible Notes") that are convertible at any time into shares of Common Stock. The conversion price for the 8.00% Convertible Notes will initially be $8.655 per share of common stock (or $0.8655 per CDI), subject to adjustment as further described in the Prospectus for Offering of Convertible Notes and Options dated April 24, 2017. The number of shares of Common Stock to be issued upon conversion of the 8.00% Convertible Notes is determined by dividing the face value of the 8.00% Convertible Note converted by the conversion price in effect on the conversion date.
• F7Consideration was paid jointly by the Reporting Persons for the 135,000 Stock Options and 30 8.00% Convertible Notes for total consideration of $3,000,000.
• F8The Reporting Persons may be deemed to beneficially own indirectly, an aggregate face value of $3,000,000 of the 8.00% Convertible Notes and 135,000 Stock Options by reason of the Reporting Persons' direct beneficial ownership of the 8.00% Convertible Notes and the Stock Options.