UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
INTRALASE CORPORATION
Common Stock
461169 10 4
December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o Rule 13d-1 (c)
þ Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons 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 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).
Page 1 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 2 of 22 Pages | |||||
1. | Name of Reporting Person: InterWest Partners VIII, LP |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: California |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 3,266,029 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 3,266,029 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,266,029 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.3% | |||||
12. | Type of Reporting Person: PN | |||||
Page 2 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 3 of 22 Pages | |||||
1. | Name of Reporting Person: InterWest Investors VIII, LP |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: California |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 27,857 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 27,857 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 27,857 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 0.1% | |||||
12. | Type of Reporting Person: PN | |||||
Page 3 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 4 of 22 Pages | |||||
1. | Name of Reporting Person: InterWest Investors Q VIII, LP |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: California |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 93,491 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 93,491 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 93,491 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 0.4% | |||||
12. | Type of Reporting Person: PN | |||||
Page 4 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 5 of 22 Pages | |||||
1. | Name of Reporting Person: InterWest Management Partners VIII, LLC (the General Partner of InterWest Partners VIII, LP, InterWest Investors VIII, LP, and InterWest Investors Q VIII, LP) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: California |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 3,387,377 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 3,387,377 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: OO | |||||
Page 5 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 6 of 22 Pages | |||||
1. | Name of Reporting Person: John C. Adler (a Venture Member of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by John C. Adler that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 6 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 7 of 22 Pages | |||||
1. | Name of Reporting Person: Stephen C. Bowsher (a Managing Director of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Stephen C. Bowsher that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 7 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 8 of 22 Pages | |||||
1. | Name of Reporting Person: Harvey B. Cash (a Managing Director of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Harvey B. Cash that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 8 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 9 of 22 Pages | |||||
1. | Name of Reporting Person: Christopher B. Ehrlich (a Venture Member of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Christopher B. Ehrlich that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 9 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 10 of 22 Pages | |||||
1. | Name of Reporting Person: Philip T. Gianos (a Managing Director of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Philip T. Gianos that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 10 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 11 of 22 Pages | |||||
1. | Name of Reporting Person: W. Scott Hedrick (a Managing Director of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by W. Scott Hedrick that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 11 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 12 of 22 Pages | |||||
1. | Name of Reporting Person: W. Stephen Holmes III (a Managing Director of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by W. Stephen Holmes III that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 12 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 13 of 22 Pages | |||||
1. | Name of Reporting
Person: Gilbert H. Kliman (a Managing Director of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 13 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 14 of 22 Pages | |||||
1. | Name of Reporting Person: H. Ronald Nash (a Venture Member of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by H. Ronald Nash that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 14 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 15 of 22 Pages | |||||
1. | Name of Reporting
Person: Arnold L. Oronsky (a Managing Director of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Arnold L. Oronsky that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 15 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 16 of 22 Pages | |||||
1. | Name of Reporting Person: Thomas L. Rosch (a Managing Director of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Thomas L. Rosch that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 16 of 22 Pages
13G | ||||||
CUSIP No. 461169 10 4 | Page 17 of 22 Pages | |||||
1. | Name of Reporting Person: Michael B. Sweeney (a Managing Director of InterWest Management Partners VIII, LLC) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
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: 3,387,377 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive Power: 3,387,377 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,387,377 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 12.8% | |||||
12. | Type of Reporting Person: IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Michael B. Sweeney that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 17 of 22 Pages
ITEM 1.
(a)
|
NAME OF ISSUER : IntraLase Corporation | |
(b)
|
ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICE : | |
3 Morgan, Irvine, CA 92618 |
ITEM 2.
(a) |
NAME OF PERSON(S) FILING: | |||
InterWest Partners VIII, LP (IWP VIII) | ||||
InterWest Investors VIII, LP (II VIII) | ||||
InterWest Investors Q VIII, LP (IIQ VIII) | ||||
InterWest Management Partners VIII, LLC (IMP VIII) | ||||
John C. Adler (Adler) | ||||
Stephen C. Bowsher (Bowsher) | ||||
Harvey B. Cash (Cash) | ||||
Christopher B. Ehrlich (Ehrlich) | ||||
Philip T. Gianos (Gianos) | ||||
W. Scott Hedrick (Hedrick) | ||||
W. Stephen Holmes III (Holmes) | ||||
Gilbert H. Kliman (Kliman) | ||||
H. Ronald Nash (Nash) | ||||
Arnold L. Oronsky (Oronsky) | ||||
Thomas L. Rosch (Rosch) | ||||
Michael B. Sweeney (Sweeney) | ||||
(b) |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE : | |||
2710 Sand Hill Road, Second Floor, Menlo Park, CA 94025 | ||||
(c) |
CITIZENSHIP/PLACE OF ORGANIZATION: | |||
IWP VIII: | California | |||
II VIII: | California | |||
IIQ VIII: | California | |||
IMP VIII: | California | |||
Adler: | United States | |||
Bowsher: | United States | |||
Cash: | United States | |||
Ehrlich: | United States | |||
Gianos: | United States | |||
Hedrick: | United States | |||
Holmes: | United States | |||
Kliman: | United States | |||
Nash: | United States | |||
Oronsky: | United States | |||
Rosch: | United States | |||
Sweeney: | United States |
Page 18 of 22 Pages
(d) | TITLE OF CLASS OF SECURITIES: Common Stock | |||
(e) | CUSIP NUMBER: 461169 10 4 |
ITEM 3. NOT APPLICABLE.
ITEM 4. OWNERSHIP.
IWP VIII | II VIII | IIQ VIII | IMP VIII (1) | |||||||||||||
Beneficial Ownership |
3,266,029 | 27,857 | 93,491 | 3,387,377 | ||||||||||||
Percentage of Class |
12.3 | % | 0.1 | % | 0.4 | % | 12.8 | % | ||||||||
Sole Voting Power |
3,266,029 | 27,857 | 93,491 | 3,387,377 | ||||||||||||
Shared Voting Power |
0 | 0 | 0 | 0 | ||||||||||||
Sole Dispositive Power |
3,266,029 | 27,857 | 93,491 | 3,387,377 | ||||||||||||
Shared Dispositive
Power |
0 | 0 | 0 | 0 |
Adler (2) | Bowsher (2) | Cash (2) | Ehrlich (2) | |||||||||||||
Beneficial Ownership |
3,387,377 | 3,387,377 | 3,387,377 | 3,387,377 | ||||||||||||
Percentage of Class |
12.8 | % | 12.8 | % | 12.8 | % | 12.8 | % | ||||||||
Sole Voting Power |
0 | 0 | 0 | 0 | ||||||||||||
Shared Voting Power |
3,387,377 | 3,387,377 | 3,387,377 | 3,387,377 | ||||||||||||
Sole Dispositive Power |
0 | 0 | 0 | 0 | ||||||||||||
Shared Dispositive
Power |
3,387,377 | 3,387,377 | 3,387,377 | 3,387,377 |
Gianos (2) | Hedrick (2) | Holmes (2) | Kliman (2) | |||||||||||||
Beneficial Ownership |
3,387,377 | 3,387,377 | 3,387,377 | 3,387,377 | ||||||||||||
Percentage of Class |
12.8 | % | 12.8 | % | 12.8 | % | 12.8 | % | ||||||||
Sole Voting Power |
0 | 0 | 0 | 0 | ||||||||||||
Shared Voting Power |
3,387,377 | 3,387,377 | 3,387,377 | 3,387,377 | ||||||||||||
Sole Dispositive Power |
0 | 0 | 0 | 0 | ||||||||||||
Shared Dispositive
Power |
3,387,377 | 3,387,377 | 3,387,377 | 3,387,377 |
Nash (2) | Oronsky (2) | Rosch (2) | Sweeney (2) | |||||||||||||
Beneficial Ownership |
3,387,377 | 3,387,377 | 3,387,377 | 3,387,377 | ||||||||||||
Percentage of Class |
12.8 | % | 12.8 | % | 12.8 | % | 12.8 | % | ||||||||
Sole Voting Power |
0 | 0 | 0 | 0 | ||||||||||||
Shared Voting Power |
3,387,377 | 3,387,377 | 3,387,377 | 3,387,377 | ||||||||||||
Sole Dispositive Power |
0 | 0 | 0 | 0 | ||||||||||||
Shared Dispositive
Power |
3,387,377 | 3,387,377 | 3,387,377 | 3,387,377 |
(1) | IMP VIII is the general partner of IWP VIII, II VIII and IIQ VIII. | |||
(2) | Bowsher, Cash, Gianos, Hedrick, Holmes, Kliman, Oronsky, Rosch, and Sweeney are Managing Directors of IMP VIII. Adler, Ehrlich and Nash are Venture Members of IMP VIII. |
Page 19 of 22 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited liability company operating agreement of IMP VIII, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.
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.
No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.
ITEM 9.NOTICE OF DISSOLUTION OF THE GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
EXHIBITS
Joint Filing Statement attached as Exhibit A.
Page 20 of 22 Pages
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.
Date: February 8, 2005
By: |
/s/ John C. Adler | INTERWEST PARTNERS VIII, LP | ||||||
Name:
|
John C. Adler | |||||||
By: | InterWest Management Partners VIII, LLC | |||||||
By: |
/s/ Stephen C. Bowsher | its General Partner | ||||||
Name:
|
Stephen C. Bowsher | |||||||
By: | /s/ W. Stephen Holmes | |||||||
By:
|
/s/ Harvey B. Cash | Managing Director | ||||||
Name:
|
Harvey B. Cash | |||||||
INTERWEST INVESTORS VIII, LP | ||||||||
By:
|
/s/ Christopher B. Ehrlich | |||||||
Name: |
Christopher B. Ehrlich | By: | InterWest Management Partners VIII, LLC | |||||
its General Partner | ||||||||
By:
|
/s/ Philip T. Gianos | |||||||
Name:
|
Philip T. Gianos | By: | /s/ W. Stephen Holmes | |||||
Managing Director | ||||||||
By:
|
/s/ W. Scott Hedrick | |||||||
Name:
|
W. Scott Hedrick | |||||||
INTERWEST INVESTORS Q VIII, LP | ||||||||
By:
|
/s/ W. Stephen Holmes | |||||||
Name: |
W. Stephen Holmes | By: | InterWest Management Partners VIII, LLC | |||||
its General Partner | ||||||||
By:
|
/s/ Gilbert H. Kliman | |||||||
Name:
|
Gilbert H. Kliman | By: | /s/ W. Stephen Holmes | |||||
Managing Director | ||||||||
By:
|
/s/ H. Ronald Nash | |||||||
Name:
|
H. Ronald Nash | |||||||
INTERWEST MANAGEMENT PARTNERS VIII, LLC | ||||||||
By:
|
/s/ Arnold L. Oronsky | |||||||
Name: |
Arnold L. Oronsky | By: | /s/ W. Stephen Holmes | |||||
Managing Director | ||||||||
By:
|
/s/ Thomas L. Rosch | |||||||
Name:
|
Thomas L. Rosch | |||||||
By:
|
/s/ Michael B. Sweeney | |||||||
Name:
|
Michael B. Sweeney |
Page 21 of 22 Pages
EXHIBIT A
Joint Filing Statement
We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.
Date: February 8, 2005
By: |
/s/ John C. Adler | INTERWEST PARTNERS VIII, LP | ||||||
Name:
|
John C. Adler | |||||||
By: | InterWest Management Partners VIII, LLC | |||||||
By: |
/s/ Stephen C. Bowsher | its General Partner | ||||||
Name:
|
Stephen C. Bowsher | |||||||
By: | /s/ W. Stephen Holmes | |||||||
By:
|
/s/ Harvey B. Cash | Managing Director | ||||||
Name:
|
Harvey B. Cash | |||||||
INTERWEST INVESTORS VIII, LP | ||||||||
By:
|
/s/ Christopher B. Ehrlich | |||||||
Name: |
Christopher B. Ehrlich | By: | InterWest Management Partners VIII, LLC | |||||
its General Partner | ||||||||
By:
|
/s/ Philip T. Gianos | |||||||
Name:
|
Philip T. Gianos | By: | /s/ W. Stephen Holmes | |||||
Managing Director | ||||||||
By:
|
/s/ W. Scott Hedrick | |||||||
Name:
|
W. Scott Hedrick | |||||||
INTERWEST INVESTORS Q VIII, LP | ||||||||
By:
|
/s/ W. Stephen Holmes | |||||||
Name: |
W. Stephen Holmes | By: | InterWest Management Partners VIII, LLC | |||||
its General Partner | ||||||||
By:
|
/s/ Gilbert H. Kliman | |||||||
Name:
|
Gilbert H. Kliman | By: | /s/ W. Stephen Holmes | |||||
Managing Director | ||||||||
By:
|
/s/ H. Ronald Nash | |||||||
Name:
|
H. Ronald Nash | |||||||
INTERWEST MANAGEMENT PARTNERS VIII, LLC | ||||||||
By:
|
/s/ Arnold L. Oronsky | |||||||
Name: |
Arnold L. Oronsky | By: | /s/ W. Stephen Holmes | |||||
Managing Director | ||||||||
By:
|
/s/ Thomas L. Rosch | |||||||
Name:
|
Thomas L. Rosch | |||||||
By:
|
/s/ Michael B. Sweeney | |||||||
Name:
|
Michael B. Sweeney |
Page 22 of 22 Pages