UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

ReShape Lifesciences Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

29365M505

(CUSIP Number)

December 19, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	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).

 

 

 

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SCHEDULE 13G

 

CUSIP No. 29365M505

 

(1)		Names of reporting persons   SVLSF IV, LLC
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Citizenship or place of organization   DELAWARE
Number of shares beneficially owned by each reporting person with:				(5)		Sole voting power   4,507,058(1)
				(6)		Shared voting power   -0-
				(7)		Sole dispositive power   4,507,058(1)
				(8)		Shared dispositive power   -0-
(9)		Aggregate amount beneficially owned by each reporting person   4,507,058(1)
(10)		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)		Percent of class represented by amount in Row (9)   14.0%(2)
(12)		Type of reporting person (see instructions)   00

 

 

(1)	Includes (i) 2,251,149 shares of Common Stock of the Issuer and (ii) 2,255,909 shares of Common Stock underlying 2,559.09 shares of series C convertible preferred stock of the Issuer, 475,100 of which are held in escrow.

(2)

Percentage calculated using a denominator of 32,213,022 shares of Common Stock of the Issuer as of December 19, 2017, which includes 21,718,713 shares outstanding on November 9, 2017, 8,238,400 shares issuable upon the automatic conversion of series C convertible preferred stock on December 19, 2017, and 2,255,909 shares issuable upon conversion of the remaining series C convertible preferred stock beneficially owned by the Reporting Persons on the date hereof.

 

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SCHEDULE 13G

 

CUSIP No. 29365M505

 

(1)		Names of reporting persons   SV Life Sciences Fund IV, L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Citizenship or place of organization   DELAWARE
Number of shares beneficially owned by each reporting person with:				(5)		Sole voting power   4,507,058(1)
				(6)		Shared voting power   -0-
				(7)		Sole dispositive power   4,507,058(1)
				(8)		Shared dispositive power   -0-
(9)		Aggregate amount beneficially owned by each reporting person   4,507,058(1)
(10)		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)		Percent of class represented by amount in Row (9)   14.0%(2)
(12)		Type of reporting person (see instructions)   PN

 

 

 

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SCHEDULE 13G

 

CUSIP No. 29365M505

 

(1)		Names of reporting persons   SV Life Sciences Fund IV Strategic Partners, L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Citizenship or place of organization   DELAWARE
Number of shares beneficially owned by each reporting person with:				(5)		Sole voting power   4,507,058(1)
				(6)		Shared voting power   -0-
				(7)		Sole dispositive power   4,507,058(1)
				(8)		Shared dispositive power   -0-
(9)		Aggregate amount beneficially owned by each reporting person   4,507,058(1)
(10)		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)		Percent of class represented by amount in Row (9)   14.0%(2)
(12)		Type of reporting person (see instructions)   PN

 

 

 

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SCHEDULE 13G

 

CUSIP No. 29365M505

 

(1)		Names of reporting persons   SV Life Sciences Fund IV (GP), L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Citizenship or place of organization   DELAWARE
Number of shares beneficially owned by each reporting person with:				(5)		Sole voting power   4,507,058(1)
				(6)		Shared voting power   -0-
				(7)		Sole dispositive power   4,507,058(1)
				(8)		Shared dispositive power   -0-
(9)		Aggregate amount beneficially owned by each reporting person   4,507,058(1)
(10)		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)		Percent of class represented by amount in Row (9)   14.0%(2)
(12)		Type of reporting person (see instructions)   PN

 

 

 

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Item 1.

 

(a)

Name of Issuer: ReShape Lifesciences Inc.

 

(b)

Address of Issuer’s Principal Executive Offices: 2800 Patton Road, St. Paul, Minnesota 55113.

Item 2.

 

(a)

Name of Person Filing: This statement is filed by: (i) SV Life Sciences Fund IV, L.P. (“SVLS IV LP”) and SV Life Sciences Fund IV Strategic Partners, L.P. (“Strategic Partners”), each a Delaware limited partnership, direct owners of the shares of Common Stock of the Issuer (the “Shares”); (ii) SV Life Sciences Fund IV (GP), L.P., a Delaware limited partnership (“SVLS IV GP”) and general partner of SVLS IV LP and Strategic Partners; and (iii) SVLSF IV, LLC, a Delaware limited liability company and general partner of SVLS IV GP. Each of SVLS IV LP, Strategic Partners, SVLS IV GP and SVLSF IV, LLC are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

 

(b)

Address of the Principal Office or, if none, residence:

The principal business address of the Reporting Persons is c/o SV Health Investors, One Boston Place, 201 Washington Street, Suite 3900, Boston, MA 02108.

 

(c)

Citizenship:

Each of the Reporting Persons are organized under the laws of the State of Delaware.

 

(d)

Title of Class of Securities:

Common Stock, par value $0.01 per share

 

(e)

CUSIP Number:

29365M505

Item 3.

Not applicable.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned: The Reporting Persons may each be deemed to beneficially own, in the aggregate, 4,507,058 shares of Common Stock, constituting approximately 14.0% of the Common Stock outstanding.

 

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As of the close of business on December 19, 2017, SVLS IV LP owned directly 2,188,940 shares of Common Stock, and 21,935.53 shares of series C convertible preferred stock convertible into 2,193,553 shares of Common Stock (461,900 of which are held in escrow), which together constitute approximately 13.6% of the Common Stock outstanding.

As of the close of business on December 19, 2017, Strategic Partners owned directly 62,210 shares of Common Stock, and 623.55 shares of series C convertible preferred stock convertible into 62,355 shares of Common Stock (13,200 of which are held in escrow), which together constitute approximately 0.4% of the Common Stock outstanding.

SVLS IV LP and Strategic Partners (each a “Fund”, or collectively the “Funds”) may be deemed to beneficially own the shares held by each other Fund because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares held by any other Fund except to the extent of any pecuniary interest therein.

SVLS IV GP, the general partner of SVLS IV LP and Strategic Partners, may be deemed to share voting and dispositive power over the shares held by SVLS IV LP and Strategic Partners. SVLS IV GP disclaims beneficial ownership of shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein.

SVLSF IV, LLC, the general partner of SVLS IV GP, may be deemed to share voting and dispositive power over the shares held by SVLS IV LP and Strategic Partners. SVLSF IV, LLC disclaims beneficial ownership of shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein.

 

(b)

Percent of class: The Reporting Persons may each be deemed to beneficially own, in the aggregate, 14.0% of the Common Stock outstanding (based upon 32,213,022 shares of Common Stock of the Issuer as of December 19, 2017, which includes 21,718,713 shares outstanding on November 9, 2017, 8,238,400 shares issuable upon the automatic conversion of series C convertible preferred stock on December 19, 2017, and 2,255,909 shares issuable upon conversion of the remaining series C convertible preferred stock beneficially owned by the Reporting Persons on the date hereof). Item 4(a) is incorporated herein by reference.

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 4,507,058 (2)

 

(ii)

Shared power to vote or to direct the vote: -0-

 

(iii)

Sole power to dispose or to direct the disposition of: 4,507,058 (2)

 

(iv)

Shared power to dispose or to direct the disposition of: -0-

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

⁽²⁾ Each of SVLS IV LP and Strategic Partners have sole power to vote and dispose of the Shares they own directly. Each of Strategic Partners, SVLS IV GP and SVLSF IV, LLC may be deemed to have sole power to vote and dispose of the Shares reported in this Schedule 13G owned directly by SVLS IV LP. Each of SVLS IV LP, SVLS IV GP and SVLSF IV, LLC may be deemed to have sole power to vote and dispose of the Shares reported in this Schedule 13G owned directly by Strategic Partners.

 

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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.

See Exhibit A attached hereto.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

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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: December 29, 2017

 

 

 

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EXHIBIT INDEX

 

Exhibit A.		Joint Filing Agreement by and among SV Life Sciences Fund IV, L.P., SV Life Sciences Fund IV Strategic Partners, L.P., SV Life Sciences Fund IV (GP), L.P. and SVLSF IV, LLC, dated December 29, 2017.*

 

*	Filed herewith.

 

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EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 16a-3(j) and Rule 13d-1(k)(1) and under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Forms 3, 4, 5 and Schedules 13D and 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of ReShape Lifesciences Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Forms 3, 4, 5 and Schedules 13D and l3G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of December 29, 2017.

 

 

 

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