Amended Statement of Beneficial Ownership (sc 13d/a)
July 17 2018 - 6:03AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
ReShape Lifesciences Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
HealthCor Partners Management, L.P.
1325 Avenue of the Americas, 27th Floor
New York, New York 10019
Attention: Jeffrey C. Lightcap
(212) 622-7731
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
(Dates of Event which Requires
Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 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(b)
for other parties to whom copies are to be sent.
The information required on the remainder of this
cover page shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act by shall be subject to all other provisions of the Act (however,
see
the
Notes
).
CUSIP 761123108
|
Schedule 13D
|
Page
2
of 11
|
1
|
name of reporting person
HealthCor Partners Management, L.P.
|
2
|
check the appropriate
box if a member of the group
(a)
¨
(b)
x
|
3
|
sec use only
|
4
|
source of funds
AF
|
5
|
check box if disclosure of legal proceedings is required pursuant to items 2(
d
) or 2(
e
)
¨
|
6
|
citizenship or place
of organization
Delaware
|
number
of shares
beneficially
owned
by
each reporting
person
with
|
7
|
sole voting power
0
|
8
|
shared voting power
349,139
|
9
|
sole dispositive power
0
|
10
|
shared dispositive power
349,139
|
11
|
aggregate amount beneficially
owned by each reporting person
349,139
|
12
|
check box if the aggregate amount in row (11) excludes certain shares
¨
|
13
|
percent of class represented
by amount in row(11)
6.8%
|
14
|
type or report person
PN
|
CUSIP 761123108
|
Schedule 13D
|
Page
3
of 11
|
1
|
name of reporting person
HealthCor Partners Management GP, LLC
|
2
|
check the appropriate
box if a member of the group
(a)
¨
(b)
x
|
3
|
sec use only
|
4
|
source of funds
AF
|
5
|
check box if disclosure of legal proceedings is required pursuant to items 2(
d
) or 2(
e
)
¨
|
6
|
citizenship or place
of organization
Delaware
|
number
of shares
beneficially
owned
by
each reporting
person
with
|
7
|
sole voting power
0
|
8
|
shared voting power
349,139
|
9
|
sole dispositive power
0
|
10
|
shared dispositive power
349,139
|
11
|
aggregate amount beneficially
owned by each reporting person
349,139
|
12
|
check box if the aggregate amount in row (11) excludes certain shares
¨
|
13
|
percent of class represented
by amount in row(11)
6.8%
|
14
|
type or report person
OO – limited liability company
|
CUSIP 761123108
|
Schedule 13D
|
Page
4
of 11
|
1
|
name of reporting person
HealthCor Partners II, L.P.
|
2
|
check the appropriate
box if a member of the group
(a)
¨
(b)
x
|
3
|
sec use only
|
4
|
source of funds
AF
|
5
|
check box if disclosure of legal proceedings is required pursuant to items 2(
d
) or 2(
e
)
¨
|
6
|
citizenship or place
of organization
Delaware
|
number
of shares
beneficially
owned
by
each reporting
person with
|
7
|
sole voting power
0
|
8
|
shared voting power
349,139
|
9
|
sole dispositive power
0
|
10
|
shared dispositive power
349,139
|
11
|
aggregate amount beneficially
owned by each reporting person
349,139
|
12
|
check box if the aggregate amount in row (11) excludes certain shares
¨
|
13
|
percent of class represented
by amount in row(11)
6.8%
|
14
|
type or report person
PN
|
CUSIP 761123108
|
Schedule 13D
|
Page
5
of 11
|
1
|
name of reporting person
HealthCor Partners Fund II, L.P.
|
2
|
check the appropriate
box if a member of the group
(a)
¨
(b)
x
|
3
|
sec use only
|
4
|
source of funds
WC
|
5
|
check box if disclosure of legal proceedings is required pursuant to items 2(
d
) or 2(
e
)
¨
|
6
|
citizenship or place
of organization
Delaware
|
number
of shares
beneficially
owned
by
each reporting
person
with
|
7
|
sole voting power
0
|
8
|
shared voting power
349,139
|
9
|
sole dispositive power
0
|
10
|
shared dispositive power
349,139
|
11
|
aggregate amount beneficially
owned by each reporting person
349,139
|
12
|
check box if the aggregate amount in row (11) excludes certain shares
¨
|
13
|
percent of class represented
by amount in row(11)
6.8%
|
14
|
type or report person
PN
|
CUSIP 761123108
|
Schedule 13D
|
Page
6
of 11
|
1
|
name of reporting person
HealthCor Partners GP, LLC
|
2
|
check the appropriate
box if a member of the group
(a)
¨
(b)
x
|
3
|
sec use only
|
4
|
source of funds
AF
|
5
|
check box if disclosure of legal proceedings is required pursuant to items 2(
d
) or 2(
e
)
¨
|
6
|
citizenship or place
of organization
Delaware
|
number
of shares
beneficially
owned
by
each reporting
person with
|
7
|
sole voting power
0
|
8
|
shared voting power
349,139
|
9
|
sole dispositive power
0
|
10
|
shared dispositive power
349,139
|
11
|
aggregate amount beneficially
owned by each reporting person
349,139
|
12
|
check box if the aggregate amount in row (11) excludes certain shares
¨
|
13
|
percent of class represented
by amount in row(11)
6.8%
|
14
|
type or report person
OO – limited liability company
|
CUSIP 761123108
|
Schedule 13D
|
Page
7
of 11
|
1
|
name of reporting person
Arthur Cohen
|
2
|
check the appropriate
box if a member of the group
(a)
¨
(b)
x
|
3
|
sec use only
|
4
|
source of funds
AF
|
5
|
check box if disclosure of legal proceedings is required pursuant to items 2(
d
) or 2(
e
)
¨
|
6
|
citizenship or place
of organization
United States
|
number
of shares
beneficially
owned
by
each reporting
person
with
|
7
|
sole voting power
0
|
8
|
shared voting power
349,139
|
9
|
sole dispositive power
0
|
10
|
shared dispositive power
349,139
|
11
|
aggregate amount beneficially
owned by each reporting person
349,139
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares
¨
|
13
|
percent of class represented
by amount in row(11)
6.8%
|
14
|
type or report person
IN
|
CUSIP 761123108
|
Schedule 13D
|
Page
8
of 11
|
1
|
name of reporting person
Joseph Healey
|
2
|
check the appropriate
box if a member of the group
(a)
¨
(b)
x
|
3
|
sec use only
|
4
|
source of funds
AF
|
5
|
check box if disclosure of legal proceedings is required pursuant to items 2(
d
) or 2(
e
)
¨
|
6
|
citizenship or place
of organization
United States
|
number
of shares
beneficially
owned
by
each reporting
person with
|
7
|
sole voting power
0
|
8
|
shared voting power
349,139
|
9
|
sole dispositive power
0
|
10
|
shared dispositive power
349,139
|
11
|
aggregate amount beneficially
owned by each reporting person
349,139
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares
¨
|
13
|
percent of class represented
by amount in row(11)
6.8%
|
14
|
type or report person
IN
|
CUSIP 761123108
|
Schedule 13D
|
Page
9
of 11
|
1
|
name of reporting person
Jeffrey C. Lightcap
|
2
|
check the appropriate
box if a member of the group
(a)
¨
(b)
x
|
3
|
sec use only
|
4
|
source of funds
AF
|
5
|
check box if disclosure of legal proceedings is required pursuant to items 2(
d
) or 2(
e
)
¨
|
6
|
citizenship or place
of organization
United States
|
number
of shares
beneficially
owned
by
each reporting
person with
|
7
|
sole voting power
0
|
8
|
shared voting power
349,139
|
9
|
sole dispositive power
0
|
10
|
shared dispositive power
349,139
|
11
|
aggregate amount beneficially
owned by each reporting person
349,139
|
12
|
check box if the aggregate amount in row (11) excludes certain shares
¨
|
13
|
percent of class represented
by amount in row(11)
6.8%
|
14
|
type or report person
IN
|
CUSIP 761123108
|
Schedule 13D
|
Page
10
of 11
|
Schedule 13D
This Amendment No. 2 (this “Amendment”) amends and
supplements the beneficial ownership statement on Schedule 13D originally filed on June 5, 2018, as amended by Amendment No. 1
filed June 12, 2018 (the “Original Statement”) on behalf of HealthCor Partners Management, L.P., HealthCor Partners
Management GP LLC, HealthCor Partners II L.P., HealthCor Partners Fund II, L.P., HealthCor Partners GP, LLC, Arthur Cohen, Joseph
Healey and Jeffrey C. Lightcap. The Original Statement, as amended by this Amendment (the “Statement”) relates to the
shares of Common Stock of ReShape Lifesciences Inc., par value $0.01 per share (the “Common Stock”).
Capitalized terms used herein but not defined shall have the
meanings ascribed to them in the Original Statement. This Amendment amends the Original Statement as specifically set forth herein.
Except as set forth below, all previous Items in the Original Statement remain unchanged.
This Amendment is being filed solely to reflect a decrease in
the percentage of the outstanding class represented by the shares of Common Stock owned by the Reporting Persons, resulting from
an increase in the number of shares of Common Stock outstanding as reported by the Issuer in its filings with the Securities and
Exchange Commission. There has been no change in the number of shares of Common Stock beneficially owned by the Reporting Persons.
Item 5.
|
Interest in Securities of the Issuer.
|
The first paragraph of Item 5 of the Original Statement is hereby
amended and restated as follows:
“(a) The Reporting Persons beneficially own
an aggregate of 349,139 shares of Common Stock. This aggregate amount represents approximately 6.8% of the Issuer’s outstanding
common stock, based upon 4,989,603 shares of Common Stock outstanding as of July 12, 2018, as reported on the Issuer’s prospectus
supplement filed on July 12, 2018 in connection with the offer and sale of certain equity securities.”
CUSIP 761123108
|
Schedule 13D
|
Page
11
of 11
|
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
Date: July 16, 2018
HEALTHCOR PARTNERS MANAGEMENT, L.P.
|
|
|
|
|
By:
|
HealthCor Partners Management GP, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Jeffrey C. Lightcap
|
|
Name:
|
Jeffrey C. Lightcap
|
|
Title:
|
Managing Member
|
|
HEALTHCOR partners II, L.P.
|
|
|
for itself and as general partner on behalf of
|
|
|
|
|
HEALTHCOR PARTNERS FUND II, LP
|
|
|
|
|
By:
|
HealthCor Partners GP, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Jeffrey C. Lightcap
|
|
Name:
|
Jeffrey C. Lightcap
|
|
Title:
|
Managing Member
|
|
HEALTHCOR partners management gp, LLC
|
|
|
|
|
By:
|
/s/ Jeffrey C. Lightcap
|
|
Name:
|
Jeffrey C. Lightcap
|
|
Title:
|
Managing Member
|
|
HEALTHCOR partNers gp, LLC
|
|
|
|
|
By:
|
/s/ Jeffrey C. Lightcap
|
|
Name:
|
Jeffrey C. Lightcap
|
|
Title:
|
Managing Member
|
|
JEFFREY C. LIGHTCAP,
Individually
|
|
|
|
/s/ Jeffrey C. Lightcap
|
|
ARTHUR COHEN,
Individually
|
|
|
|
/s/ Arthur Cohen
|
|
JOSEPH HEALEY,
Individually
|
|
|
|
/s/ Joseph Healey
|
|