0001048462-15-000022.txt : 20150521 0001048462-15-000022.hdr.sgml : 20150521 20150521133949 ACCESSION NUMBER: 0001048462-15-000022 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150521 DATE AS OF CHANGE: 20150521 GROUP MEMBERS: CHARLES E. DAVIDSON GROUP MEMBERS: JOSEPH M. JACOBS GROUP MEMBERS: WEXFORD GP LLC GROUP MEMBERS: WEXFORD SPECTRUM INVESTORS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIVEVE MEDICAL, INC. CENTRAL INDEX KEY: 0000879682 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 043153858 STATE OF INCORPORATION: B0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42378 FILM NUMBER: 15882154 BUSINESS ADDRESS: STREET 1: 150 COMMERCIAL STREET CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4085301900 MAIL ADDRESS: STREET 1: 150 COMMERCIAL STREET CITY: SUNNYVALE STATE: CA ZIP: 94086 FORMER COMPANY: FORMER CONFORMED NAME: PLC SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD CAPITAL LP CENTRAL INDEX KEY: 0001048462 IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD CAPITAL LLC DATE OF NAME CHANGE: 20000817 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD MANAGEMENT LLC DATE OF NAME CHANGE: 19971024 SC 13G 1 formsc13g.htm WEXFORD CAPITAL SC13G 05-21-2015 formsc13g.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)

_Viveve Medical, Inc.
(Name of Issuer)


Common Stock, no par value
__________________________
(Title of Class of Securities)

92852W105
______________________________________________
(CUSIP Number)


May 14, 2015
(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)
þ
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).


 
   

 
 

 


CUSIP NO. 92852W105
13G
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford Spectrum Investors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
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
 
2,702,702
6
SHARED VOTING POWER
 
 
7
SOLE DISPOSITIVE POWER
 
2,702,702
8
SHARED DISPOSITIVE POWER
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,702,702
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
5.32%
12
TYPE OF REPORTING PERSON
 
OO



 
   

 
 

 






CUSIP NO. 92852W105
13G
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
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
 
0
6
SHARED VOTING POWER
 
2,702,702
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,702,702
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,702,702
.
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
5.32%
12
TYPE OF REPORTING PERSON
 
PN



 
   

 
 

 


CUSIP NO. 92852W105
13G
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
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
 
0
6
SHARED VOTING POWER
 
2,702,702
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,702,702
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,702,702
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
5.32%
12
TYPE OF REPORTING PERSON
 
OO


 
   

 
 

 


CUSIP NO. 92852W105
13G
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles E. Davidson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,702,702
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,702,702
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,702,702
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
5.32%
12
TYPE OF REPORTING PERSON
 
IN


 
   

 
 

 


CUSIP NO.  92852W105
13G
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph M. Jacobs
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,702,702
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,702,702
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,702,702
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
5.32%
12
TYPE OF REPORTING PERSON
 
IN


 
   

 
 

 

The Reporting Persons named in Item 2 below are herby jointly filing this Schedule 13G (this “Statement”) because due to certain affiliates and relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own the same securities directly acquired from the Issuer named in Item 1 below by one of the  Reporting Persons.  In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the reporting persons named in Item 2 below have executed a written agreement relating to the joint filing of this Schedule 13G (the “Joint Filing Agreement”), a copy of which is annexed hereto as Exhibit I.

Item 1.

 
(a)
Name of Issuer:

Viveve Medical, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices:

150 Commercial Street
Sunnyvale, California 94086
Item 2.

 
(a)
Name of Persons Filing (collectively, the “Reporting Persons”):

(i)  
Wexford Spectrum Investors LLC
(ii)  
Wexford Capital LP
(iii)  
Wexford GP LLC
(iv)  
Charles E. Davidson
(v)  
Joseph M. Jacobs

 
(b)
Address of Principal Business Office, or, if none, Residence of Reporting Persons:

411 West Putnam Avenue, Suite 125
Greenwich, Connecticut 06830

 
(c)
Citizenship:

(i)  
Wexford Spectrum Investors LLC – Delaware
(ii)  
Wexford Capital LP – Delaware
(iii)  
Wexford GP LLC  - Delaware
(iv)  
Charles E. Davidson - United States
(v)  
Joseph M. Jacobs – United States

 
(d)
Title of Class of Securities:

Common Stock, no par value

 
(e)
CUSIP Number:

 92852W105

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A


 
(a)
£
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
£
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
£
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
£
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
(e)
£
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
£
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
£
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
£
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
£
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
£
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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. [Information set forth below is on the basis of 50,773,566 shares of common stock issued and outstanding as of May 15, 2015, as reported by the Issuer in the Form 10-Q filed by the Issuer on filed May 15, 2015.]

 
(i) Wexford Spectrum Investors LLC
 
(a)
Amount beneficially owned: 2,702,702
 
(b)
Percent of class: 5.32%
 
(c)
Number of shares to which the person has: 2,702,702
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 2,702,702
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of:  2,702,702


 
(ii) Wexford Capital LP
 
(a)
Amount beneficially owned: 2,702,702
 
(b)
Percent of class: 5.32 %
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 2,702,702
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 2,702,702

 
(iii) Wexford GP LLC
 
(a)
Amount beneficially owned: 2,702,702
 
(b)
Percent of class: 5.32%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 2,702,702
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)  
Shared power to dispose or to direct the disposition of: 2,702,702

 
(iv) Charles E. Davidson
 
(a)
Amount beneficially owned: 2,702,702
 
(b)
Percent of class: 5.32%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 2,702,702
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 2,702,702

 
(v) Joseph M. Jacobs
 
(a)
Amount beneficially owned: 2,702,702
 
(b)
Percent of class: 5.32%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 2,702,702
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 2,702,702

Wexford Capital LP (“Wexford Capital”) may, by reason of its status as manager of Wexford Spectrum Investors LLC (“WSI), be deemed to own beneficially the securities of which WSI possesses beneficial ownership. Wexford GP LLC (“Wexford GP”) may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities of which WSI possesses beneficial ownership. Each of Charles E. Davidson (“Davidson”) and Joseph M. Jacobs (“Jacobs”) may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities of which WSI possesses beneficial ownership. Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by WSI.  Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities owned by WSI and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their respective interests in the members of WSI.

Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following  o.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person N/A.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A

Item 8.
Identification and Classification of Members of the Group N/A

Item 9.
Notice of Dissolution of Group N/A

Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.



 
   

 
 

 

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: May 21, 2015                                                                                                COMPANY NAME 

 
WEXFORD SPECTRUM INVESTORS LLC
 
       
 
By:
/s/ Arthur Amron
 
 
Nam  
Arthur Amron
 
 
Title: 
Vice President and Assistant Secretary
 
 
 
WEXFORD CAPITAL LP
 
 
By:
Wexford GP LLC, its General Partner
 
       
 
By:
/s/  Arthur Amron
 
 
Name
Arthur Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
 
WEXFORD GP LLC
 
       
 
By:
/s/ Arthur Amron
 
 
Name
Arthur Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
     
 
/s/ Joseph M. Jacobs
 
 
 JOSEPH M. JACOBS
 
     
       
 
/s/ Charles E. Davidson
 
 
 CHARLES E. DAVIDSON
 

 
   

 
 

 


       
       
EXHIBIT 1
JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13G and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Viveve Medical, Inc.
 
DATED May 21, 2015                                                                                                COMPANY NAME
       
 
WEXFORD SPECTRUM INVESTORS LLC 
 
       
 
By:
/s/ Arthur Amron
 
 
Name:  
Arthur Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
 
WEXFORD CAPITAL LP
 
 
By:
Wexford GP LLC, its General Partner
 
       
 
By:
/s/ Arthur Amron
 
 
Name:  
Arthur Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
 
WEXFORD GP LLC
 
       
 
By:
/s/ Arthur Amron
 
 
Name:  
Arthur Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
       
 
/s/ Joseph M. Jacobs
 
 
 JOSEPH M. JACOBS
 
       
 
     
 
/s/ Charles E. Davidson
 
 
 CHARLES E. DAVIDSON