-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CPeoysg66lwQ5q+uskY8feY/m58dOZrMXTRCAg6AKWe1F4BKzbvELdzeAE9WrNmc 7iuUpGfra0RZztfh4uAmHA== 0001104659-08-009525.txt : 20080213 0001104659-08-009525.hdr.sgml : 20080213 20080212194315 ACCESSION NUMBER: 0001104659-08-009525 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080212 GROUP MEMBERS: 45TH PARALLEL LLC GROUP MEMBERS: 47TH PARALLEL LLC GROUP MEMBERS: DOUBLE BLACK DIAMOND II LLC GROUP MEMBERS: MULTINVEST LLC GROUP MEMBERS: PAR SF LLC GROUP MEMBERS: PARVENTURE JAPAN MANAGERS LLC GROUP MEMBERS: THOMAS G. MCKINLEY GROUP MEMBERS: VENDOME CAPITAL LLC GROUP MEMBERS: VINCENT R. WORMS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISICU INC CENTRAL INDEX KEY: 0001166463 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522107238 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82473 FILM NUMBER: 08600389 BUSINESS ADDRESS: STREET 1: 217 EAST REDWOOD STREET STREET 2: SUITE 1900 CITY: BALTIMORE STATE: MD ZIP: 21202-3315 BUSINESS PHONE: 410 276 1960 MAIL ADDRESS: STREET 1: 217 EAST REDWOOD STREET STREET 2: SUITE 1900 CITY: BALTIMORE STATE: MD ZIP: 21202-3315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Partech U.S. Partners IV, L.L.C. CENTRAL INDEX KEY: 0001353225 IRS NUMBER: 943352853 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O 50 CALIFORNIA STREET STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-788-2929 MAIL ADDRESS: STREET 1: C/O 50 CALIFORNIA STREET STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 a08-5051_1sc13g.htm SC 13G

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

VISICU, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92831L 20 4

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

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)

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. 92831L 20 4

 

 

1.

Names of Reporting Persons
Partech U.S. Partners IV LLC

 

 

2.

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

 

 

(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
3,166,162

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,166,162

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,166,162

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.5%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

2



 

CUSIP No. 92831L 20 4

 

 

1.

Names of Reporting Persons
47th Parallel LLC

 

 

2.

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

 

 

(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
3,166,162

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,166,162

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,166,162

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.5%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3



 

CUSIP No. 92831L 20 4

 

 

1.

Names of Reporting Persons
Double Black Diamond II LLC

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
120,635

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
120,635

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
120,635

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.4%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4



 

CUSIP No. 92831L 20 4

 

 

1.

Names of Reporting Persons
Multinvest LLC

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
40,211

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
40,211

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
40,211

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

5



 

CUSIP No. 92831L 20 4

 

 

1.

Names of Reporting Persons
ParVenture Japan Managers LLC

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
40,211

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
40,211

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
40,211

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

6



 

CUSIP No. 92831L 20 4

 

 

1.

Names of Reporting Persons
45th Parallel LLC

 

 

2.

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

 

 

(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
80,424

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
80,424

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
80,424

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.2%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

7



 

CUSIP No. 92831L 20 4

 

 

1.

Names of Reporting Persons
Par SF LLC

 

 

2.

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

 

 

(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
3,246,586

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,246,586

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,246,586

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

8



 

CUSIP No. 92831L 20 4

 

 

1.

Names of Reporting Persons
Vendome Capital LLC

 

 

2.

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

 

 

(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
3,362,312

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,362,312

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,362,312

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

9



 

CUSIP No. 92831L 20 4

 

 

1.

Names of Reporting Persons
Thomas G. McKinley

 

 

2.

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

 

 

(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
56,000

 

6.

Shared Voting Power
3,482,947

 

7.

Sole Dispositive Power
56,000

 

8.

Shared Dispositive Power
3,482,947

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,538,947

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

10



 

CUSIP No. 92831L 20 4

 

 

1.

Names of Reporting Persons
Vincent R. Worms

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,407,432

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,407,432

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,407,432

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

11



 

Item 1.

 

(a)

Name of Issuer
VISICU, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
217 East Redwood Street, Suite 1900, Baltimore, MD 21202

 

Item 2.

 

(a)

Name of Person Filing
This statement is filed by Partech U.S. Partners IV LLC, 47th Parallel LLC, Multinvest LLC, ParVenture Japan Managers LLC, 45th Parallel LLC, Double Black Diamond II LLC, Vendome Capital LLC, Par SF LLC, Thomas G. McKinley and Vincent R. Worms.

 

(b)

Address of Principal Business Office or, if none, Residence
Principal office for Partech U.S. Partners IV LLC, 47th Parallel LLC, 45th Parallel LLC and Par SF LLC:

1209 Orange Street, Wilmington, DE 19801

 

Principal office for Double Black Diamond II LLC, Multinvest LLC, and ParVenture Japan Managers LLC:

Ugland House, South Church Street, Georgetown, Grand Cayman, Cayman Islands

 

Principal office for Vendome Capital LLC:

325 Front Street, PMB 410, Evanston, WY 82930

 

Principal office for Thomas G. McKinley and Vincent R. Worms:

50 California Street, Suite 3200, San Francisco, CA 94111

 

(c)

Citizenship
Partech U.S. Partners IV LLC- United States

47th Parallel LLC- United States

45th Parallel LLC- United States

Vendome Capital LLC- United States

Par SF LLC- United States

Thomas G. McKinley - United States

Double Black Diamond II LLC-Cayman Islands

Multinvest LLC-Cayman Islands

ParVenture Japan Managers LLC-Cayman Islands

Vincent R. Worms - France

 

(d)

Title of Class of Securities
Common stock

 

(e)

CUSIP Number
92831L 20 4

 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

12



 

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:   

Partech U.S. Partners IV LLC (“Partech IV”) is recordholder of 3,166,162 shares of common stock of the Issuer as of December 31, 2007.  47th Parallel LLC (“47th Parallel”) is the managing member of Partech IV, Par SF LLC (“Par SF”) the managing member of 47th Parallel, Vincent R. Worms (“Worms”) and Vendome Capital LLC (“Vendome”) the managing members of Par SF and Thomas G. McKinley (“McKinley”), the managing member of Vendome, may be deemed to share voting and dispositive power over the shares held by Partech IV.  Such persons and entities disclaim beneficial ownership of shares held by Partech IV except to the extent of pecuniary interest therein.

 

Multinvest LLC (“Multinvest”) is recordholder of 40,211 shares of common stock of the Issuer as of December 31, 2007.  ParVenture Japan Managers LLC (“ParVenture Japan”) is the managing member of Multinvest,  Worms and Vendome Capital the managing members of ParVenture Japan and McKinley , the managing member of Vendome, may be deemed to share voting and dispositive power over the shares held by Multinvest.  Such persons and entities disclaim beneficial ownership of shares held by Multinvest except to the extent of pecuniary interest therein.

 

45th Parallel is recordholder of 80,424 shares of common stock of the Issuer as of December 31, 2007.  Par SF is the managing member of 45th Parallel, Worms and Vendome Capital the managing members of Par SF and McKinley the managing member of Vendome, may be deemed to share voting and dispositive power over the shares held by 45th Parallel.  Such persons and entities disclaim beneficial ownership of shares held by 45th Parallel except to the extent of pecuniary interest therein.

 

Double Black Diamond II LLC (“Double Black”) is recordholder of 120,635 shares of common stock of the Issuer as of December 31, 2007.  Worms and McKinley, the managing members of Double Black, may be deemed to share voting and dispositive power over the shares held by Double Black and disclaim beneficial ownership of shares held by Double Black except to the extent of pecuniary interest therein.

 

Vendome Capital is recordholder of 75,515 shares of common stock of the Issuer as of December 31, 2007.  McKinley, the managing member of Vendome Capital, may be deemed to share voting and dispositive power over the shares held by Vendome and disclaims beneficial ownership of shares held by Vendome except to the extent of pecuniary interest therein.

 

Thomas G. McKinley is recordholder of 56,000 shares of common stock of the Issuer as of December 31, 2007.

 

(b)

Percent of class:   

9.5%  Partech U.S. Partners IV LLC

9.5%  47th Parallel LLC

0.2% 45th Parallel LLC

10.1% Vendome Capital LLC

9.8% Par SF LLC

10.7% Thomas G. McKinley

0.4%  Double Black Diamond II LLC

0.1% Multinvest LLC

0.1% ParVenture Japan Managers LLC

10.3% Vincent R. Worms

 

(c)

Number of shares as to which the person has:

 

 

13



 

 

 

(i)

Sole power to vote or to direct the vote   

0  Partech U.S. Partners IV LLC

0  47th Parallel LLC

0  45th Parallel LLC

0  Vendome Capital LLC

0  Par SF LLC

56,000 Thomas G. McKinley

0  Double Black Diamond II LLC

0  Multinvest LLC

0  ParVenture Japan Managers LLC

0  Vincent R. Worms

 

 

(ii)

Shared power to vote or to direct the vote    

3,166,162  Partech U.S. Partners IV LLC

3,166,162  47th Parallel LLC

80,424  45th Parallel LLC

3,362,312  Vendome Capital LLC

3,246,586  Par SF LLC

3,482,947 Thomas G. McKinley

120,635  Double Black Diamond II LLC

40,211  Multinvest LLC

40,211  ParVenture Japan Managers

3,407,432  Vincent R. Worms

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0  Partech U.S. Partners IV LLC

0  47th Parallel LLC

0  45th Parallel LLC

0  Vendome Capital LLC

0  Par SF LLC

56,000 Thomas G. McKinley

0  Double Black Diamond II LLC

0  Multinvest LLC

0  ParVenture Japan Managers LLC

0  Vincent R. Worms

 

 

(iv)

Shared power to dispose or to direct the disposition of   

3,166,162  Partech U.S. Partners IV LLC

3,166,162  47th Parallel LLC

80,424  45th Parallel LLC

3,362,312  Vendome Capital LLC

3,246,586  Par SF LLC

3,482,947 Thomas G. McKinley

120,635  Double Black Diamond II LLC

40,211  Multinvest LLC

40,211  ParVenture Japan Managers

3,407,432  Vincent R. Worms

 

14



 

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   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

 

Item 8.

Identification and Classification of Members of the Group

 

 

Item 9.

Notice of Dissolution of Group

 

 

 

15



 

Item 10.

Certification

 

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.

 

 

Feb. 12, 2008

 

Date

 

 

 

/s/ Thomas G. McKinley

 

Signature

 

 

 

 

 

Partech U.S. Partners IV LLC

 

By: 47th Parallel, LLC, Managing Member

 

PAR SF, LLC, Managing Member

 

Vendome Capital LLC, Managing Member

 

 

Thomas G. McKinley, Managing Member

 

 

 

Feb. 12, 2008

 

Date

 

 

 

/s/ Thomas G. McKinley

 

Signature

 

 

 

 

 

45th Parallel LLC

 

By: PAR SF, LLC, Managing Member

 

 

Vendome Capital LLC, Managing Member

 

 

Thomas G. McKinley, Managing Member

 

 

 

Feb. 12, 2008

 

Date

 

 

 

/s/ Thomas G. McKinley

 

Signature

 

 

 

 

 

Multinvest LLC

 

By: ParVenture Japan Managers, LLC, Managing Member

 

 

Vendome Capital LLC, Managing Member

 

Thomas G. McKinley, Managing Member

 

 

 

Feb. 12, 2008

 

Date

 

 

 

/s/ Thomas G. McKinley

 

Signature

 

 

 

 

 

Double Black Diamond II LLC

 

By: Thomas G. McKinley, Managing Member

 

 

 

Feb. 12, 2008

 

Date

 

 

 

/s/ Thomas G. McKinley

 

Signature

 

 

 

 

 

Vendome Capital LLC

 

By: Thomas G. McKinley, Managing Member

 

 

 

Feb. 12, 2008

 

Date

 

 

 

/s/ Thomas G. McKinley

 

Signature

 

 

 

 

 

Thomas G. McKinley

 

16


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