SEC Form 5 · accession 0001104659-19-008172
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
Dec 31, 2018
Accepted (ET)
Feb 14, 2019 · 6:09 am EST
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 shareF6,F1,F2,F3,F4,F5 | Jun 29, 2018 | P$0 | 220,000 | — | A | 12,453,969 | I | See footnotes |
| Common Stock, par value $0.0001 per shareF6,F1,F2,F3,F4,F5 | Jun 29, 2018 | P$0 | 17,600 | — | A | 12,453,969 | I | See footnotes |
| Common Stock, par value $0.0001 per shareF6,F1,F2,F3,F4,F5 | Jun 29, 2018 | P$0 | 22,400 | — | A | 12,453,969 | I | See footnotes |
| Common Stock, par value $0.0001 per shareF6,F1,F2,F3,F4,F5 | Jul 16, 2018 | S$0 | 134,489 | — | D | 12,453,969 | I | See footnotes |
| Common Stock, par value $0.0001 per shareF6,F1,F2,F3,F4,F5 | Jul 20, 2018 | S$0 | 125,511 | — | D | 12,453,969 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
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 29, 2018, the Reporting Persons purchased on the open market 2,600,000 CHESS Depository Instruments ("CDI") in Australia, of which US Common Sock underlies at a 1:10 ratio. These purchases were made to facilitate invidual purchases, including the following: Stephen N. Osterle, Brandi Roberts, Robert Bernard Stockman, Raymond C. Larkin Jr., Regina Groves, Richard M Kimes, and Robert Bain Thomas ("Company Insiders"), not to be held for the account of the Reporting Persons. Please see the relevant Form 4 filings made by the Company Insiders for June 29, 2018. These facilitating transactions were completed on 16 July 2018 and 20 July 2018 respectively, leaving the Reporting Persons flat, with no additional common stock acquired.
- F6Consideration was paid jointly by the Reporting Persons for the 2,600,000 CDI for a total compensation of USD $ 399,054. The total consideration paid to the Reporting Persons on 16 July was USD $204,544. The total consideration paid to the Reporting Persons on 20 July was USD $ 192,548. This led to a net loss of USD $1,962 with regard to the facilitation transaction made on behalf of the Company Insiders.