UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
1
(Name of
Issuer)
Common Stock, $0.01 par value
(Title of
Class of Securities)
(CUSIP
Number)
(Date of
Event Which Requires Filing of This Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
1
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see
the
Notes
).
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Housatonic
Equity Investors, L.P.
I.R.S.
Identification No. 04-3404096
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
1,407,759
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
1,407,759
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,759
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Housatonic
Equity Partners I, LLC
I.R.S.
Identification No. 04-3452364
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Massachusetts
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
1,407,759
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
1,407,759
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,759
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William
N. Thorndike, Jr.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
1,407,759
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
1,407,759
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,759
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Barry
D. Reynolds
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
1,407,759
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
1,407,759
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,759
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael
C. Jackson
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
1,407,759
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
1,407,759
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,759
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eliot
Wadsworth II
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
1,407,759
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
1,407,759
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,759
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
Item 1
(a).
|
Name of
Issuer:
|
LeMaitre
Vascular, Inc.
Item 1
(b).
|
Address of Issuer’s
Principal Executive Offices:
|
63 Second
Avenue, Burlington, Massachusetts 01803
Item 2
(a).
|
Name of Persons
Filing:
|
(1)
Housatonic Equity Investors, L.P.; (2) Housatonic Equity Partners I, LLC (the
sole general partner of Housatonic Equity Investors, L.P.); and (3) William N.
Thorndike, Jr., Barry D. Reynolds, Michael C. Jackson and Eliot Wadsworth II
(the managing members of Housatonic Equity Partners I, LLC). The
persons named in this paragraph are referred to individually herein as a
“Reporting Person” and collectively as the “Reporting Persons.”
Item 2
(b).
|
Address of Principal
Business Office or, if None,
Residence:
|
The
address of the principal business office of each of the Reporting Persons is 44
Montgomery Street, Suite 4010, San Francisco, CA 94104.
Housatonic
Equity Investors, L.P. is a limited partnership organized under the laws of the
State of Delaware. Housatonic Equity Partners I, LLC is a limited
liability company organized under the laws of The Commonwealth of
Massachusetts. Each of William N. Thorndike, Jr., Barry D. Reynolds,
Michael C. Jackson and Eliot Wadsworth II is a United States
citizen.
Item 2
(d).
|
Title of Class of
Securities:
|
Common
Stock, $0.01 par value per share
525558 20 1
Item
3.
|
If This Statement is
Filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the
Filing Person is a:
|
|
o
|
Bank
as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
|
|
o
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
|
|
|
|
|
o
|
Investment
company registered under Section 8 of the Investment Company
Act.
|
|
|
|
|
o
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
|
|
|
o
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
|
|
|
o
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
|
|
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
|
|
|
|
o
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act;
|
|
|
|
|
o
|
Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
|
|
(a)
|
Amount
Beneficially Owned:
|
As of
December 31, 2008, Housatonic Equity Investors, L.P. was the record holder of
1,391,314 shares of Common Stock and 16,445 shares of Common Stock issuable
pursuant to options currently exercisable or exercisable within 60 days of
December 31, 2008 (such shares of Common Stock to be referred to collectively as
the “Record Shares”).
By virtue
of its affiliate relationship with Housatonic Equity Investors, L.P., Housatonic
Equity Partners I, LLC may be deemed to own beneficially all of the Record
Shares. In their capacities as individual managing members of
Housatonic Equity Partners I, LLC, William N. Thorndike, Jr., Barry D. Reynolds,
Michael C. Jackson and Eliot Wadsworth II may be deemed to own beneficially all
of the Record Shares.
Each of
the Reporting Persons expressly disclaims beneficial ownership, except any
shares or options held directly of record and any shares or options to the
extent of any pecuniary interest therein.
Each
Reporting Person: 9.0%
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or direct the vote:
|
0 shares
for each Reporting Person.
|
(ii)
|
Shared
power to vote or to direct the
vote:
|
1,407,759
shares for each Reporting Person.
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
0 shares
for each Reporting Person.
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
1,407,759
shares for each Reporting Person.
Item
5.
|
Ownership of Five
Percent or Less of a Class:
|
Not
applicable.
Item
6.
|
Ownership of More than
Five Percent On Behalf of Another
Person:
|
Not
applicable.
Item
7.
|
Identification and
Classification of the Subsidiary Which Acquired
the Security Being
Reported on by the Parent Holding
Company:
|
Not
applicable.
Item
8.
|
Identification and
Classification of Members of the
Group:
|
Not
applicable. The Reporting Persons expressly disclaim membership in a
“group” as defined in Rule 13d-1(b)(ii)(J).
Item
9.
|
Notice of Dissolution
of Group:
|
Not
applicable.
Not
applicable. This statement on Schedule 13G is not filed pursuant to
Rule 13d-1(b) or Rule 13d-1(c).
SIGNATURE
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Date: January
30, 2009
HOUSATONIC
EQUITY INVESTORS, L.P.
By: Housatonic
Equity Partners I, LLC
By:
/s/
William N. Thorndike,
Jr.
Name: William
N. Thorndike, Jr.
Title: Managing
Director
HOUSATONIC
EQUITY PARTNERS I, LLC
By:
/s/
William N. Thorndike, Jr
.
Name: William
N. Thorndike, Jr.
Title: Managing
Director
/s/
William N. Thorndike, Jr.
William
N. Thorndike, Jr.
/s/ Barry
D.
Reynolds
Barry D.
Reynolds
/s/
Michael S.
Jackson
Michael
C. Jackson
/s/ Eliot
Wadsworth
II
Eliot
Wadsworth II
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, the undersigned hereby agree that only one
statement containing the information required by Schedule 13G need be filed with
respect to the ownership by each of the undersigned of shares of stock of
LeMaitre Vascular, Inc.
EXECUTED on this 30
th
day of
January, 2009.
HOUSATONIC
EQUITY INVESTORS, L.P.
By: Housatonic
Equity Partners I, LLC
By:
/s/ William N. Thorndike, Jr.
Name: William
N. Thorndike, Jr.
Title: Managing
Director
HOUSATONIC
EQUITY PARTNERS I, LLC
By:
/s/ William N. Thorndike, Jr.
Name: William
N. Thorndike, Jr.
Title: Managing
Director
/s/ William N. Thorndike, Jr.
William
N. Thorndike, Jr.
Barry D.
Reynolds
Michael
C. Jackson
Eliot
Wadsworth II
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