Amended Statement of Beneficial Ownership (sc 13d/a)
August 19 2020 - 06:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF
1934
(Amendment No. 1)*
ShockWave Medical, Inc.
|
(Name of Issuer)
|
|
Common Stock, par value $0.001 per share
|
(Title of Class of Securities)
|
|
82489T 104
|
(CUSIP Number)
|
|
Armance Bordes
|
Sofinnova Partners
|
7-11 boulevard Hausmann
|
75009 Paris
|
France
|
+33 1 76 23 4109
|
(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
|
|
June 1, 2020
|
(Date of Event Which Requires Filing of this Statement)
|
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 82489T 104
|
Page
2 of 11
|
1.
|
Name
of Reporting Persons
Sofinnova Capital VII FCPR (“SC VII”)
EIN: 98-1028040
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
3.
|
SEC
USE ONLY
|
4.
|
Source
of Funds (see instructions)
WC
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
6.
|
Citizenship
or Place of Organization
France
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
2,279,829 shares of common stock, except that Sofinnova Partners
SAS (“SP SAS”), a French corporation and the management company of SC VII, may be deemed to have sole power to
dispose of these shares, and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Monique Saulnier
(“Saulnier”), Graziano Seghezzi (“Seghezzi”) and Henrijette Richter (“Richter”), the managing
partners of SP SAS, may be deemed to have shared power to dispose of such shares.
|
8.
|
Shared
Voting Power
See row 7.
|
9.
|
Sole
Dispositive Power
2,279,829 shares of common stock, except that SP SAS, a French corporation and the management
company of SC VII, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Saulnier, Seghezzi
and Richter, the managing partners of SP SAS, may be deemed to have shared power to dispose of such shares.
|
10.
|
Shared
Dispositive Power
See row 9.
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,279,829
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row 11
7.16%(1)
|
14.
|
Type
of Reporting Person (see instructions)
00
|
(1)
The percentage is calculated based upon 31,860,263 shares of common stock
outstanding, as reported on the Issuer’s Form 10-Q for the quarterly period ended March 31, 2020 filed with the Commission
on May 13, 2020 (the “10-Q”).
|
CUSIP No. 82489T 104
|
Page
3 of 11
|
1.
|
Name
of Reporting Persons
Sofinnova Partners SAS (“SP SAS”)
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
3.
|
SEC
USE ONLY
|
4.
|
Source
of Funds (see instructions)
00
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
6.
|
Citizenship
or Place of Organization
France
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
2,279,829 shares of common stock, all of which are owned directly by of SC VII. SP SAS,
the management company of SC VII, may be deemed to have sole voting power, and Lucquin, Papiernik, Saulnier, Seghezzi and
Richter, the managing partners of SP SAS, may be deemed to have shared power to vote these shares.
|
8.
|
Shared
Voting Power
See row 7.
|
9.
|
Sole
Dispositive Power
2,279,829 shares of common stock, all of which are owned directly by of SC VII. SP SAS,
the management company of SC VII, may be deemed to have sole voting power, and Lucquin, Papiernik, Saulnier, Seghezzi and
Richter, the managing partners of SP SAS, may be deemed to have shared power to vote these shares.
|
10.
|
Shared
Dispositive Power
See row 9.
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,279,829
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row 11
7.16%(1)
|
14.
|
Type
of Reporting Person (see instructions)
00
|
(1)
The percentage is calculated based upon 31,860,263 shares of common stock
outstanding, as reported on the 10-Q.
|
CUSIP No. 82489T 104
|
Page
4 of 11
|
1.
|
Name
of Reporting Persons
Denis Lucquin (“Lucquin”)
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
3.
|
SEC
USE ONLY
|
4.
|
Source
of Funds (see instructions)
00
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
6.
|
Citizenship
or Place of Organization
French Citizen
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
2,279,829 shares of common stock, all of which are owned directly by of SC VII. SP SAS,
the management company of SC VII, may be deemed to have sole voting power, and Lucquin, a managing partner of SP SAS, may be deemed
to have shared power to vote these shares.
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
2,279,829 shares of common stock, all of which are owned directly by of SC VII. SP SAS,
the management company of SC VII, may be deemed to have sole voting power, and Lucquin, a managing partner of SP SAS, may be deemed
to have shared power to vote these shares.
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,279,829
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row 11
7.16%(1)
|
14.
|
Type
of Reporting Person (see instructions)
IN
|
(1)
The percentage is calculated based upon 31,860,263 shares of common stock outstanding,
as reported on the 10-Q.
|
CUSIP No. 82489T 104
|
Page
5 of 11
|
1.
|
Name
of Reporting Persons
Antoine Papiernik (“Papiernik”)
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
3.
|
SEC
USE ONLY
|
4.
|
Source
of Funds (see instructions)
00
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
6.
|
Citizenship
or Place of Organization
French Citizen
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
2,279,829 shares of common stock, all of which are owned directly by of SC VII. SP SAS,
the management company of SC VII, may be deemed to have sole voting power, and Papiernik, a managing partner of SP SAS, may be
deemed to have shared power to vote these shares.
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
2,279,829 shares of common stock, all of which are owned directly by of SC VII. SP SAS,
the management company of SC VII, may be deemed to have sole voting power, and Papiernik, a managing partner of SP SAS, may be
deemed to have shared power to vote these shares.
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,279,829
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row 11
7.16%(1)
|
14.
|
Type
of Reporting Person (see instructions)
IN
|
(1)
The percentage is calculated based upon 31,860,263 shares of common stock outstanding,
as reported on the 10-Q.
|
CUSIP No. 82489T 104
|
Page
6 of 11
|
1.
|
Name
of Reporting Persons
Henrijette Richter (“Richter”)
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
3.
|
SEC
USE ONLY
|
4.
|
Source
of Funds (see instructions)
00
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
6.
|
Citizenship
or Place of Organization
Danish Citizen
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
2,279,829 shares of common stock, all of which are owned directly by of SC VII. SP SAS,
the management company of SC VII, may be deemed to have sole voting power, and Richter, a managing partner of SP SAS, may be deemed
to have shared power to vote these shares.
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
2,279,829 shares of common stock, all of which are owned directly by of SC VII. SP SAS,
the management company of SC VII, may be deemed to have sole voting power, and Richter, a managing partner of SP SAS, may be deemed
to have shared power to vote these shares.
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,279,829
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row 11
7.16%(1)
|
14.
|
Type
of Reporting Person (see instructions)
IN
|
(1)
The percentage is calculated based upon 31,860,263 shares of common stock
outstanding, as reported on the 10-Q.
|
CUSIP No. 82489T 104
|
Page
7 of 11
|
1.
|
Name
of Reporting Persons
Monique
Saulnier (“Saulnier”)
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
3.
|
SEC
USE ONLY
|
4.
|
Source
of Funds (see instructions)
00
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
6.
|
Citizenship
or Place of Organization
French
Citizen
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
2,279,829
shares of common stock, all of which are owned directly by of SC VII. SP SAS, the management
company of SC VII, may be deemed to have sole voting power, and Saulnier, a managing
partner of SP SAS, may be deemed to have shared power to vote these shares.
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
2,279,829
shares of common stock, all of which are owned directly by of SC VII. SP SAS, the management
company of SC VII, may be deemed to have sole voting power, and Saulnier, a managing
partner of SP SAS, may be deemed to have shared power to vote these shares.
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,279,829
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row 11
7.16%(1)
|
14.
|
Type
of Reporting Person (see instructions)
IN
|
(1)
The percentage is calculated based upon 31,860,263 shares of common stock outstanding,
as reported on the 10-Q.
|
CUSIP No. 82489T 104
|
Page
8 of 11
|
1.
|
Name
of Reporting Persons
Graziano
Seghezzi (“Seghezzi”)
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
3.
|
SEC
USE ONLY
|
4.
|
Source
of Funds (see instructions)
00
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
6.
|
Citizenship
or Place of Organization
Italian
Citizen
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
2,279,829
shares of common stock, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be
deemed to have sole voting power, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to vote
these shares.
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
2,279,829
shares of common stock, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be
deemed to have sole voting power, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to vote
these shares.
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,279,829
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row 11
7.16%(1)
|
14.
|
Type
of Reporting Person (see instructions)
IN
|
(1)
The percentage is calculated based upon 31,860,263 shares of common stock outstanding,
as reported on the 10-Q.
|
CUSIP No. 82489T 104
|
Page
9 of 11
|
Amendment
No. 1 to Schedule 13D
This Amendment
No. 1 (this “Amendment”) is filed jointly by (i) Sofinnova Capital VII FCPR (“SC VII”), Sofinnova
Partners SAS, a French corporation (“SP SAS”), and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”),
Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”), and Graziano Seghezzi (“Seghezzi”),
the managing partners of SP SAS (collectively, the “Listed Persons” and together with SC VII and SP SAS, the “Reporting
Persons”).
This Amendment
amends the Schedule 13D filed on February 12, 2020 (the “Schedule 13D”).
Capitalized
terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Schedule 13D, as
amended hereby.
|
Item 4.
|
Purpose
of Transaction.
|
Item 4 is
hereby amended and supplemented as follows:
On May 28,
2020, SCVII entered into a Rule 10b5-1 trading plan (the “10b5-1 Plan”) to sell common stock of the Issuer pursuant
to SEC Rule 144 and filed a Form 144 for the sale of up to 1,657,000 shares of common stock of the Issuer.
As
of the date of this Amendment, and except as provided herein, SC VII has no plans or proposals relating to or that would result
in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b)
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present
Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or
to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization
or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any
changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange
or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) any action similar to those enumerated above.
|
Item 5.
|
Interest
in Securities of the Issuer.
|
|
(a)
|
See Rows
11 and 13 of the cover page for each of the Reporting Persons.
|
|
(b)
|
See Rows
7, 8, 9, and 10 for each Reporting Person.
|
CUSIP No. 82489T 104
|
Page
10 of 11
|
|
(c)
|
In the
last 60 days, SCVII sold common stock of the Issuer on the following dates at the daily
average prices indicated below:
|
Date
|
|
Shares
|
|
|
Per
Share
Average Price
|
|
|
How
Effected
|
June 1, 2020
|
|
|
1,300
|
|
|
$
|
45.00
|
|
|
Open Market
|
June 3, 2020
|
|
|
7,996
|
|
|
$
|
45.02
|
|
|
Open Market
|
June 4, 2020
|
|
|
4,000
|
|
|
$
|
45.079
|
|
|
Open Market
|
June 5, 2020
|
|
|
55,754
|
|
|
$
|
45.0439
|
|
|
Open Market
|
June 8, 2020
|
|
|
59,879
|
|
|
$
|
45.119
|
|
|
Open Market
|
June 9, 2020
|
|
|
141,342
|
|
|
$
|
46.9194
|
|
|
Open Market
|
June 10, 2020
|
|
|
29,729
|
|
|
$
|
46.7881
|
|
|
Open Market
|
August 3, 2020
|
|
|
85,549
|
|
|
$
|
50.0095
|
|
|
Open Market
|
August 4, 2020
|
|
|
33,323
|
|
|
$
|
50.0069
|
|
|
Open Market
|
August 5, 2020
|
|
|
109,406
|
|
|
$
|
50.7095
|
|
|
Open Market
|
August 6, 2020
|
|
|
71,722
|
|
|
$
|
50.9303
|
|
|
Open Market
|
August 12, 2020
|
|
|
1,300
|
|
|
$
|
55.0173
|
|
|
Open Market
|
August 13, 2020
|
|
|
13,077
|
|
|
$
|
55.0116
|
|
|
Open Market
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
614,377
|
|
|
|
|
|
|
|
|
(d)
|
Under
certain circumstances set forth in the by-laws of SC VII, the equity holders of SC VII
and SP SAS may be deemed to have the right to receive dividends from, or the proceeds
from, the sale of shares of common stock owned by SC VII.
|
CUSIP No. 82489T 104
|
Page
11 of 11
|
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: August 17, 2020
SOFINNOVA
CAPITAL VII FCPR
|
|
SOFINNOVA
PARTNERS SAS
|
By:
|
|
Sofinnova Partners SAS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Denis Lucquin
|
By:
|
|
/s/ Denis Lucquin
|
|
Name:
|
|
Denis Lucquin
|
Name:
|
|
Denis Lucquin
|
|
Title:
|
|
Managing Partner
|
Title:
|
|
Managing Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Denis Lucquin
|
|
By:
|
|
/s/ Monique Saulnier
|
Name:
|
|
Denis Lucquin
|
|
Name:
|
|
Monique Saulnier
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Antoine Papiernik
|
|
By:
|
|
/s/ Henrijette Richter
|
Name:
|
|
Antoine Papiernik
|
|
Name:
|
|
Henrijette Richter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Graziano Seghezzi
|
|
|
|
|
Name:
|
|
Graziano Seghezzi
|
|
|
|
|
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