0001193125-15-050239.txt : 20150213 0001193125-15-050239.hdr.sgml : 20150213 20150213164835 ACCESSION NUMBER: 0001193125-15-050239 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: VEF MANAGEMENT III, LLC GROUP MEMBERS: VENROCK ASSOCIATES GROUP MEMBERS: VENROCK ENTREPRENEURS FUND III, L.P. GROUP MEMBERS: VENROCK MANAGEMENT III, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VOCERA COMMUNICATIONS, INC. CENTRAL INDEX KEY: 0001129260 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 943354663 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86795 FILM NUMBER: 15615664 BUSINESS ADDRESS: STREET 1: 525 RACE STREET STREET 2: SUITE 150 CITY: SAN JOSE STATE: CA ZIP: 95126-3495 BUSINESS PHONE: 408-882-5100 MAIL ADDRESS: STREET 1: 525 RACE STREET STREET 2: SUITE 150 CITY: SAN JOSE STATE: CA ZIP: 95126-3495 FORMER COMPANY: FORMER CONFORMED NAME: VOCERA COMMUNICATIONS INC DATE OF NAME CHANGE: 20001204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENROCK ASSOCIATES III LP CENTRAL INDEX KEY: 0001119517 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: RM 5508 CITY: NEW YORK STATE: NY ZIP: 10112 SC 13G/A 1 d873034dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

 

VOCERA COMMUNICATIONS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

92857F107

(CUSIP Number)

December 31, 2014

(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)

x 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. 92857F107   Page 2 of 12
  1.   

Name of Reporting Persons

 

Venrock Associates

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x1        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

New York

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,665,9302

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,665,9302

   9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,665,9302

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.5%3

12.  

Type of Reporting Person (See Instructions)

 

PN

 

1 

Venrock Associates, Venrock Associates III, L.P., Venrock Entrepreneurs Fund III, L.P., Venrock Management III, LLC (the general partner of Venrock Associates III, L.P.) and VEF Management III, LLC (the general partner of Venrock Entrepreneurs Fund III, L.P.) are members of a group for purposes of this Schedule 13G/A.

2 

Consists of 300,909 shares of common stock owned by Venrock Associates, 1,331,588 shares of common stock owned by Venrock Associates III, L.P., and 33,433 shares of common stock owned by Venrock Entrepreneurs Fund III, L.P.

3 

This percentage is calculated based upon 25,546,172 shares of the Issuer’s common stock outstanding as of November 4, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.

CUSIP No. 92857F107   Page 3 of 12
  1.   

Name of Reporting Persons

 

Venrock Associates III, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x1        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

New York

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,665,9302

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,665,9302

   9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,665,9302

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.5%3

12.  

Type of Reporting Person (See Instructions)

 

PN

 

1 

Venrock Associates, Venrock Associates III, L.P., Venrock Entrepreneurs Fund III, L.P., Venrock Management III, LLC (the general partner of Venrock Associates III, L.P.) and VEF Management III, LLC (the general partner of Venrock Entrepreneurs Fund III, L.P.) are members of a group for purposes of this Schedule 13G/A.

2 

Consists of 300,909 shares of common stock owned by Venrock Associates, 1,331,588 shares of common stock owned by Venrock Associates III, L.P., and 33,433 shares of common stock owned by Venrock Entrepreneurs Fund III, L.P.

3 

This percentage is calculated based upon 25,546,172 shares of the Issuer’s common stock outstanding as of November 4, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.

CUSIP No. 92857F107   Page 4 of 12
  1.   

Name of Reporting Persons

 

Venrock Entrepreneurs Fund III, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x1        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

New York

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,665,9302

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,665,9302

   9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,665,9302

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.5%3

12.  

Type of Reporting Person (See Instructions)

 

PN

 

1 

Venrock Associates, Venrock Associates III, L.P., Venrock Entrepreneurs Fund III, L.P., Venrock Management III, LLC (the general partner of Venrock Associates III, L.P.) and VEF Management III, LLC (the general partner of Venrock Entrepreneurs Fund III, L.P.) are members of a group for purposes of this Schedule 13G/A.

2 

Consists of 300,909 shares of common stock owned by Venrock Associates, 1,331,588 shares of common stock owned by Venrock Associates III, L.P., and 33,433 shares of common stock owned by Venrock Entrepreneurs Fund III, L.P.

3 

This percentage is calculated based upon 25,546,172 shares of the Issuer’s common stock outstanding as of November 4, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.

CUSIP No. 92857F107   Page 5 of 12
  1.   

Name of Reporting Persons

 

Venrock Management III, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x1        (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

 

0

   6.   

Shared Voting Power

 

1,665,9302

   7.   

Sole Dispositive Power

 

0    

   8.   

Shared Dispositive Power

 

1,665,9302

   9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,665,9302

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.5%3

12.  

Type of Reporting Person (See Instructions)

 

OO

 

1 

Venrock Associates, Venrock Associates III, L.P., Venrock Entrepreneurs Fund III, L.P., Venrock Management III, LLC (the general partner of Venrock Associates III, L.P.) and VEF Management III, LLC (the general partner of Venrock Entrepreneurs Fund III, L.P.) are members of a group for purposes of this Schedule 13G/A.

2 

Consists of 300,909 shares of common stock owned by Venrock Associates, 1,331,588 shares of common stock owned by Venrock Associates III, L.P., and 33,433 shares of common stock owned by Venrock Entrepreneurs Fund III, L.P.

3 

This percentage is calculated based upon 25,546,172 shares of the Issuer’s common stock outstanding as of November 4, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.

CUSIP No. 92857F107   Page 6 of 12
  1.   

Name of Reporting Persons

 

VEF Management III, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x1        (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

 

0

   6.   

Shared Voting Power

 

1,665,9302

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,665,9302

   9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,665,9302

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.5%3

12.  

Type of Reporting Person (See Instructions)

 

OO

 

1 

Venrock Associates, Venrock Associates III, L.P., Venrock Entrepreneurs Fund III, L.P., Venrock Management III, LLC (the general partner of Venrock Associates III, L.P.) and VEF Management III, LLC (the general partner of Venrock Entrepreneurs Fund III, L.P.) are members of a group for purposes of this Schedule 13G/A.

2 

Consists of 300,909 shares of common stock owned by Venrock Associates, 1,331,588 shares of common stock owned by Venrock Associates III, L.P., and 33,433 shares of common stock owned by Venrock Entrepreneurs Fund III, L.P.

3 

This percentage is calculated based upon 25,546,172 shares of the Issuer’s common stock outstanding as of November 4, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.

  Page 7 of 12

Introductory Note: This Statement on Schedule 13G/A is filed on behalf of Venrock Associates, a limited partnership organized under the laws of the State of New York (“Venrock”), Venrock Associates III, L.P., a limited partnership organized under the laws of the State of New York (“Venrock III”), Venrock Entrepreneurs Fund III, L.P., a limited partnership organized under the laws of the State of New York (“Entrepreneurs Fund”), Venrock Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“Venrock Management”) and VEF Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VEF Management” and collectively with Venrock, Venrock III, Entrepreneurs Fund and Venrock Management, the “Venrock Entities”) in respect of shares of common stock of Vocera Communications, Inc.

 

Item 1.
  (a) Name of Issuer

Vocera Communications, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices

525 Race Street

Suite 150

San Jose, California 95126

 

Item 2.
  (a) Name of Person Filing

Venrock Associates

Venrock Associates III, L.P.

Venrock Entrepreneurs Fund III, L.P.

Venrock Management III, LLC

VEF Management III, LLC

 

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

 

New York Office:    Palo Alto Office:    Cambridge Office:
530 Fifth Avenue    3340 Hillview Avenue    55 Cambridge Parkway
22nd Floor    Palo Alto, CA 94304    Suite 100
New York, NY 10036       Cambridge, MA 02142

 

  (c) Citizenship

Each of Venrock, Venrock III and Entrepreneurs Fund are limited partnerships organized in the State of New York. Both of Venrock Management and VEF Managament are limited liability companies organized in the State of Delaware.

 

  (d) Title of Class of Securities

Common Stock

 

  (e) CUSIP Number

92857F107

  Page 8 of 12

 

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:

Not applicable

  Page 9 of 12
Item 4. Ownership

 

  (a) Amount Beneficially Owned as of December 31, 2014:

 

Venrock Associates

      1,665,930 (1) 

Venrock Associates III, L.P.

      1,665,930 (1) 

Venrock Entrepreneurs Fund III, L.P.

      1,665,930 (1) 

Venrock Management III, LLC

      1,665,930 (1) 

VEF Management III, LLC

      1,665,930 (1) 

 

  (b) Percent of Class as of December 31, 2014:

 

Venrock Associates

      6.5 % 

Venrock Associates III, L.P.

      6.5 % 

Venrock Entrepreneurs Fund III, L.P.

      6.5 % 

Venrock Management III, LLC

      6.5 % 

VEF Management III, LLC

      6.5 % 

 

  (c) Number of shares as to which the person has, as of December 31, 2014:

 

  (i) Sole power to vote or to direct the vote

 

Venrock Associates

      0   

Venrock Associates III, L.P.

      0   

Venrock Entrepreneurs Fund III, L.P.

      0   

Venrock Management III, LLC

      0   

VEF Management III, LLC

      0   

 

  (ii) Shared power to vote or to direct the vote

 

Venrock Associates

      1,665,930 (1) 

Venrock Associates III, L.P.

      1,665,930 (1) 

Venrock Entrepreneurs Fund III, L.P.

      1,665,930 (1) 

Venrock Management III, LLC

      1,665,930 (1) 

VEF Management III, LLC

      1,665,930 (1) 

 

  (iii) Sole power to dispose or to direct the disposition of

 

Venrock Associates

      0   

Venrock Associates III, L.P.

      0   

Venrock Entrepreneurs Fund III, L.P.

      0   

Venrock Management III, LLC

      0   

VEF Management III, LLC

      0   

 

  (iv) Shared power to dispose or to direct the disposition of

 

Venrock Associates

      1,665,930 (1) 

Venrock Associates III, L.P.

      1,665,930 (1) 

Venrock Entrepreneurs Fund III, L.P.

      1,665,930 (1) 

Venrock Management III, LLC

      1,665,930 (1) 

VEF Management III, LLC

      1,665,930 (1) 

 

(1) These shares are owned directly as follows: 300,909 shares of common stock are owned by Venrock Associates, 1,331,588 shares of common stock are owned by Venrock Associates III, L.P., and 33,433 shares of common stock are owned by Venrock Entrepreneurs Fund III, L.P.

  Page 10 of 12

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.

 

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 or Control Person.

Not Applicable

 

Item 8. Identification and Classification of Members of the Group

Not Applicable

 

Item 9. Notice of Dissolution of a Group

Not Applicable

 

Item 10. Certification

Not Applicable

  Page 11 of 12

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: February 13, 2015

 

Venrock Associates     Venrock Management III, LLC

By:

  

A General Partner

      

By:

  

/s/ David L. Stepp

     By:  

/s/ David L. Stepp

 

Authorized Signatory

       Authorized Signatory
Venrock Associates III, L.P.     VEF Management III, LLC

By:

   Venrock Management III, LLC      
  Its General Partner     By:  

/s/ David L. Stepp

       

Authorized Signatory

   

By:

  

/s/ David L. Stepp

      
 

Authorized Signatory

      
   
Venrock Entrepreneurs Fund III, L.P.      

By:

  

VEF Management III, LLC

      
 

Its General Partner

      
By:  

/s/ David L. Stepp

      
 

Authorized Signatory

      

  Page 12 of 12

 

EXHIBITS

 

A: Joint Filing Agreement (Incorporated by reference from Exhibit A to Schedule 13G filed on February 14, 2013.)