-----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, TQhmozmcww+Fy6sqskHSHR9Hq6q//ubKpXwdQfiKl3PNhqtedXy/OpK8TdECvqAw uNherxWruPvMtjxzwSBk/A== 0001104659-07-007959.txt : 20070207 0001104659-07-007959.hdr.sgml : 20070207 20070207142259 ACCESSION NUMBER: 0001104659-07-007959 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070207 DATE AS OF CHANGE: 20070207 GROUP MEMBERS: DAVID E. SWEET GROUP MEMBERS: DAVID L. ANDERSON GROUP MEMBERS: G. LEONARD BAKER, JR. GROUP MEMBERS: GREGORY P. SANDS GROUP MEMBERS: JAMES C. GAITHER GROUP MEMBERS: JAMES N. WHITE GROUP MEMBERS: JEFFREY W. BIRD GROUP MEMBERS: SUTTER HILL ENTREPENEURS FUND (AI), L.P. 94-3338942 GROUP MEMBERS: SUTTER HILL ENTREPENEURS FUND (QP), L.P. 94-3338941 GROUP MEMBERS: TENCH COXE GROUP MEMBERS: WILLIAM H. YOUNGER, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDICA INC CENTRAL INDEX KEY: 0001178104 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943287832 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81663 FILM NUMBER: 07587465 BUSINESS ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-364-9975 MAIL ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUTTER HILL VENTURES CENTRAL INDEX KEY: 0000879051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 755 PAGE MILL RD STREET 2: SUITE A200 CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4154935600 MAIL ADDRESS: STREET 1: 755 PAGE MILL RD STREET 2: SUITE A200 CITY: PALO ALTO STATE: CA ZIP: 94304 SC 13G 1 a07-3325_3sc13g.htm SC 13G

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
February 28, 2009

 

SCHEDULE 13G

Estimated average burden hours per response. . 10.4

 

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

 

Cardica, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

14141R101

(CUSIP Number)

December 31, 2006

(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. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sutter Hill Ventures, A California Limited Partnership   77-0287059

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
671,180

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
671,180

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
671,180

 

 

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)
5.9%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2




 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sutter Hill Entrepreneurs Fund (AI), L.P.   94-3338942

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,538

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
6,538

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,538

 

 

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)
PN

 

3




 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sutter Hill Entrepreneurs Fund (QP), L.P.   94-3338941

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
16,555

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
16,555

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,555

 

 

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)
PN

 

4




 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David L. Anderson

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
49,865*

 

6.

Shared Voting Power
694,273**

 

7.

Sole Dispositive Power
49,865*

 

8.

Shared Dispositive Power
694,273**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
744,138

 

 

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)
6.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

Includes 30,272 shares held in The Anderson Living Trust of which the reporting person is the trustee and 19,593 shares held by Anvest, L.P. of which the reporting person is the General Partner. The reporting person disclaims beneficial ownership of the trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest in

the trust and the partnership.

**

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

 

5




 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
G. Leonard Baker, Jr.

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
44,365*

 

6.

Shared Voting Power
694,273**

 

7.

Sole Dispositive Power
44,365*

 

8.

Shared Dispositive Power
694,273**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
738,638

 

 

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)
6.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

Includes 5,179 shares held in The Baker Revocable Trust of which the reporting person is a trustee and 30,826 shares held by Saunders Holdings, L.P. of which the reporting person is a General Partner. The reporting person disclaims beneficial ownership of the trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest in the trust and the partnership.

**

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

 

6




 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
William H. Younger, Jr.

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
93,985*

 

6.

Shared Voting Power
694,273**

 

7.

Sole Dispositive Power
93,985*

 

8.

Shared Dispositive Power
694,273**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
788,258

 

 

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)
7.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

Includes 61,990 shares held in The Younger Living Trust of which the reporting person is the trustee, 19,782 shares held by a retirement trust for the benefit of the reporting person, 4,833 shares of director’s options vested as of 3/1/07 and 2,380 shares owned by the children of the reporting person. The reporting person disclaims beneficial ownership of the trusts’ and the director’s options shares except as to the reporting person’s pecuniary interest in the trusts and the director’s options. The reporting person disclaims beneficial ownership of the children’s shares.

**

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

 

7




 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tench Coxe

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
66,617*

 

6.

Shared Voting Power
694,273**

 

7.

Sole Dispositive Power
66,617*

 

8.

Shared Dispositive Power
694,273**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
760,890

 

 

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)
6.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

Includes 44,919 shares held in The Coxe Revocable Trust of which the reporting person is a trustee and 21,698 shares held in The Tamerlane Charitable Remainder Unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts.

**

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

 

8




 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gregory P. Sands

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
10,187*

 

6.

Shared Voting Power
694,273**

 

7.

Sole Dispositive Power
10,187*

 

8.

Shared Dispositive Power
694,273**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
704,460

 

 

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)
6.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

Includes 7,110 shares held in the Gregory P. and Sarah J.D. Sands Trust Agreement of which the reporting person is a trustee and 3,077 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts.

**

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

 

9




 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James C. Gaither

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
21,416

 

6.

Shared Voting Power
694,273*

 

7.

Sole Dispositive Power
21,416

 

8.

Shared Dispositive Power
694,273*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
715,689

 

 

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)
6.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

 

10




 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James N. White

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,235*

 

6.

Shared Voting Power
694,273**

 

7.

Sole Dispositive Power
4,235*

 

8.

Shared Dispositive Power
694,273**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
698,508

 

 

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)
6.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

Includes 1,158 shares held in The White Family Trust of which the reporting person is a trustee and 3,077 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts.

**

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

 

11




 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jeffrey W. Bird

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,198*

 

6.

Shared Voting Power
694,273**

 

7.

Sole Dispositive Power
2,198*

 

8.

Shared Dispositive Power
694,273**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
696,471

 

 

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)
6.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

Includes 2,198 shares held in the Jeffrey W. and Christina R. Bird Trust Agreement of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of the trust’s shares except as to the reporting person’s pecuniary interest in the trust.

**

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

 

12




 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David E. Sweet

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,356*

 

6.

Shared Voting Power
694,273**

 

7.

Sole Dispositive Power
3,356*

 

8.

Shared Dispositive Power
694,273**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
697,629

 

 

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)
6.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

Includes 2,198 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trust’s shares except as to the reporting person’s pecuniary interest in the trust.

**

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

 

13




 

Item 1.

 

(a)

Name of Issuer
Cardica, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
900 Saginaw Dr., Redwood City, CA  94063

 

Item 2.

 

(a)

Name of Person Filing
Exhibit A is hereby incorporated by reference

 

(b)

Address of Principal Business Office or, if none, Residence
See Exhibit A

 

(c)

Citizenship
See Exhibit A

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
14141R101

 

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 associations 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).

 

 

N/A

 

 

 

14




 

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:   

See Exhibit A which is hereby incorporated by reference and related pages 2 to 13

 

(b)

Percent of class:   

See Exhibit A which is hereby incorporated by reference and related pages 2 to 13

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

***

 

 

(ii)

Shared power to vote or to direct the vote    

***

 

 

(iii)

Sole power to dispose or to direct the disposition of   

***

 

 

(iv)

Shared power to dispose or to direct the disposition of   

***


*** See Exhibit A which is hereby incorporated by reference and related pages 2 to 13. Messrs. Anderson, Baker, Younger, Coxe, Sands, Gaither, White, Bird and Sweet are Managing Directors of the General Partner of Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. As such, they share the voting and disposition powers over the shares held by the partnerships.

 

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.

N/A

 

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 or Control Person

N/A

 

Item 8.

Identification and Classification of Members of the Group

See Exhibit 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 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.

 

15




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.

2/8/2007

 

Date

 

 

 

Sutter Hill Ventures, A California Limited Partnership

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

William H. Younger, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

Sutter Hill Entrepreneurs Fund (AI), L.P.

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

William H. Younger, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

Sutter Hill Entrepreneurs Fund (QP), L.P.

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

William H. Younger, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

/s/ David L. Anderson

 

Signature

 

 

 

/s/ G. Leonard Baker, Jr.

 

Signature

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

/s/ Tench Coxe

 

Signature

 

 

 

/s/ Gregory P. Sands

 

Signature

 

 

 

/s/ James C. Gaither

 

Signature

 

 

 

/s/ James N. White

 

Signature

 

 

 

/s/ Jeffrey W. Bird

 

Signature

 

 

 

/s/ David E. Sweet

 

Signature

 

16




EXHIBIT A TO SCHEDULE 13G - CARDICA, INC.

 

 

Aggregate Number of

 

 

 

% of

 

Name of Originator

 

Shares Beneficially Owned

 

 

 

Total Shares

 

 

 

Individual

 

 

 

Aggregate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Ventures, A California Limited Partnership

 

671,180

 

 

 

 

 

 

 

5.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Entrepreneurs Fund (AI), L.P.

 

6,538

 

 

 

 

 

 

 

0.1

%

 

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Entrepreneurs Fund (QP), L.P.

 

16,555

 

 

 

 

 

 

 

0.1

%

 

 

 

 

 

 

 

 

 

 

 

 

David L. Anderson

 

49,865

 

Note 2

 

 

 

 

 

0.4

%

 

 

 

 

 

 

744,138

 

Note 1

 

6.6

%

 

 

 

 

 

 

 

 

 

 

 

 

G. Leonard Baker, Jr.

 

44,365

 

Note 3

 

 

 

 

 

0.4

%

 

 

 

 

 

 

738,638

 

Note 1

 

6.5

%

 

 

 

 

 

 

 

 

 

 

 

 

William H. Younger, Jr.

 

93,985

 

Note 4

 

 

 

 

 

0.8

%

 

 

 

 

 

 

788,258

 

Note 1

 

7.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Tench Coxe

 

66,617

 

Note 5

 

 

 

 

 

0.6

%

 

 

 

 

 

 

760,890

 

Note 1

 

6.7

%

 

 

 

 

 

 

 

 

 

 

 

 

Gregory P. Sands

 

10,187

 

Note 6

 

 

 

 

 

0.1

%

 

 

 

 

 

 

704,460

 

Note 1

 

6.2

%

 

 

 

 

 

 

 

 

 

 

 

 

James C. Gaither

 

21,416

 

 

 

 

 

 

 

0.2

%

 

 

 

 

 

 

715,689

 

Note 1

 

6.3

%

 

 

 

 

 

 

 

 

 

 

 

 

James N. White

 

4,235

 

Note 7

 

 

 

 

 

0.0

%

 

 

 

 

 

 

698,508

 

Note 1

 

6.2

%

 

 

 

 

 

 

 

 

 

 

 

 

Jeffrey W. Bird

 

2,198

 

Note 8

 

 

 

 

 

0.0

%

 

 

 

 

 

 

696,471

 

Note 1

 

6.2

%

 

 

 

 

 

 

 

 

 

 

 

 

David E. Sweet

 

3,356

 

Note 9

 

 

 

 

 

0.0

%

 

 

 

 

 

 

697,629

 

Note 1

 

6.2

%

 

The address for all of the above is:  755 Page Mill Road, Suite A-200, Palo Alto, CA  94304

The partnerships are organized in California. The individuals are all U.S. citizens and residents.

None of the above has been convicted in any criminal proceedings nor have they been subject to judgments, decrees, or final orders enjoining future violations of Federal or State securities laws.

All of the parties are individuals or entities in the venture capital business.

Note 1:  Includes individual shares plus all shares held by the following partnerships in which the reporting person is a Managing Director of the General Partner: Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

Note 2:  Includes 30,272 shares held in The Anderson Living Trust of which the reporting person is the trustee and 19,593 shares held by Anvest, L.P. of which the reporting person is the General Partner.  The reporting person disclaims beneficial ownership of the trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest in the trust and the partnership.

Note 3:  Includes 5,179 shares held in The Baker Revocable Trust of which the reporting person is a trustee and 30,826 shares held by Saunders Holdings, L.P. of which the reporting person is a General Partner. The reporting person disclaims beneficial ownership of the trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest in the trust and the partnership.

Note 4:  Includes 61,990 shares held in The Younger Living Trust of which the reporting person is the trustee, 19,782 shares held by a retirement trust for the benefit of the reporting person, 4,833 shares of director’s options vested as of 3/1/07 and 2,380 shares owned by the children of the reporting person.  The reporting person disclaims beneficial ownership of the trusts’ and the director’s options shares except as to the reporting person’s pecuniary interest in the trusts and the director’s options. The reporting person disclaims beneficial ownership of the children’s shares.

Note 5:  Includes 44,919 shares held in The Coxe Revocable Trust of which the reporting person is a trustee and 21,698 shares held in The Tamerlane Charitable Remainder Unitrust of which the reporting person is the trustee.  The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts.

Note 6: Includes 7,110 shares held in the Gregory P. and Sarah J.D. Sands Trust Agreement of which the reporting person is a trustee and 3,077 shares held by a retirement trust for the benefit of the reporting person.  The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts.

Note 7: Includes 1,158 shares held in The White Family Trust of which the reporting person is a trustee and 3,077 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts.

Note 8: Includes 2,198 shares held in the Jeffrey W. and Christina R. Bird Trust Agreement of which the reporting person is a trustee.  The reporting person disclaims beneficial ownership of the trust’s shares except as to the reporting person’s pecuniary interest in the trust.

Note 9: Includes 2,198 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trust’s shares except as to the reporting person’s pecuniary interest in the trust.



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