0001104659-12-008049.txt : 20120209 0001104659-12-008049.hdr.sgml : 20120209 20120209124235 ACCESSION NUMBER: 0001104659-12-008049 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120209 DATE AS OF CHANGE: 20120209 GROUP MEMBERS: ANDREW T. SHEEHAN 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: MICHAEL L. SPEISER GROUP MEMBERS: SUTTER HILL ENTREPRENEURS FUND (AI), L.P. GROUP MEMBERS: SUTTER HILL ENTREPRENEURS FUND (QP), L.P. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81663 FILM NUMBER: 12585636 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/A 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/A 1 a12-4321_2sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

Cardica, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

14141R101

(CUSIP Number)

December 31, 2011

(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
2,835,140*

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
2,835,140*

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,835,140

 

 

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)
10.2%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

* See Exhibit A, Note 1.

 

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
10,523*

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
10,523*

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,523

 

 

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)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

* See Exhibit A, Note 2.

 

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
26,647*

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
26,647*

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
26,647*

 

 

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

 

* See Exhibit A, Note 3.

 

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
275,965*

 

6.

Shared Voting Power
2,872,310**

 

7.

Sole Dispositive Power
275,965*

 

8.

Shared Dispositive Power
2,872,310**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,148,275

 

 

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)
11.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*     See Exhibit A, Note 5.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

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
288,225*

 

6.

Shared Voting Power
2,872,310**

 

7.

Sole Dispositive Power
288,225*

 

8.

Shared Dispositive Power
2,872,310**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,160,535

 

 

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)
11.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*     See Exhibit A, Note 6.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

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
747,068*

 

6.

Shared Voting Power
2,872,310**

 

7.

Sole Dispositive Power
747,068*

 

8.

Shared Dispositive Power
2,872,310**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,619,378

 

 

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)
12.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*   See Exhibit A, Note 7.

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

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
570,788*

 

6.

Shared Voting Power
2,872,310**

 

7.

Sole Dispositive Power
570,788*

 

8.

Shared Dispositive Power
2,872,310**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,443,098

 

 

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)
12.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*

See Exhibit A, Note 8.

**

Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

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
104,946*

 

6.

Shared Voting Power
2,872,310**

 

7.

Sole Dispositive Power
104,946*

 

8.

Shared Dispositive Power
2,872,310**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,977,256

 

 

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

 

*

See Exhibit A, Note 9.

**

Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

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
138,963*

 

6.

Shared Voting Power
2,872,310**

 

7.

Sole Dispositive Power
138,963*

 

8.

Shared Dispositive Power
2,872,310**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,011,273

 

 

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)
10.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*

See Exhibit A, Note 10.

**

Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

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
137,840*

 

6.

Shared Voting Power
2,872,310**

 

7.

Sole Dispositive Power
137,840*

 

8.

Shared Dispositive Power
2,872,310**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,010,150

 

 

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)
10.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*

See Exhibit A, Note 11.

**

Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

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
115,044*

 

6.

Shared Voting Power
2,872,310**

 

7.

Sole Dispositive Power
115,044*

 

8.

Shared Dispositive Power
2,872,310**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,987,354

 

 

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

 

*

See Exhibit A, Note 12.

**

Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

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
29,542*

 

6.

Shared Voting Power
2,872,310**

 

7.

Sole Dispositive Power
29,542*

 

8.

Shared Dispositive Power
2,872,310**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,901,852

 

 

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)
10.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*

See Exhibit A, Note 13.

**

Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

13


 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Andrew T. Sheehan

 

 

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
46,437*

 

6.

Shared Voting Power
2,872,310**

 

7.

Sole Dispositive Power
46,437*

 

8.

Shared Dispositive Power
2,872,310**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,918,747

 

 

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)
10.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*

See Exhibit A, Note 14.

**

Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

14


 

CUSIP No. 14141R101

 

 

1.

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

 

 

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
7,145*

 

6.

Shared Voting Power
2,872,310**

 

7.

Sole Dispositive Power
7,145*

 

8.

Shared Dispositive Power
2,872,310**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,879,455

 

 

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

 

*

See Exhibit A, Note 15.

**

Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

15


 

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
See Exhibit A; 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

 

16


 

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 15

 

(b)

Percent of class:   

See Exhibit A, which is hereby incorporated by reference and related pages 2 to 15

 

(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 15. Messrs. Anderson, Baker, Younger, Coxe, Sands, Gaither, White, Bird, Sweet, Sheehan and Speiser 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., and as such, they share voting and dispositive power 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

N/A

 

17


 

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.

 

 

2/9/2012

 

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

 

 

 

/s/ Andrew T. Sheehan

 

Signature

 

 

 

/s/ Michael L. Speiser

 

Signature

 

18


 

EXHIBIT A TO SCHEDULE 13G - CARDICA, INC.

 

 

 

Aggregate Number of

 

 

 

 

 

 

 

Shares Beneficially Owned

 

 

 

% of

 

Name of Originator

 

Individual

 

 

 

Aggregate

 

 

 

Total Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Ventures, A California Limited Partnership

 

2,835,140

 

Note 1

 

 

 

 

 

10.2

%

 

 

 

 

 

 

 

 

 

 

 

 

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

 

10,523

 

Note 2

 

 

 

 

 

0.0

%

 

 

 

 

 

 

 

 

 

 

 

 

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

 

26,647

 

Note 3

 

 

 

 

 

0.1

%

 

 

 

 

 

 

 

 

 

 

 

 

Total of Sutter Hill Funds

 

2,872,310

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David L. Anderson

 

275,965

 

Note 5

 

 

 

 

 

1.0

%

 

 

 

 

 

 

3,148,275

 

Note 4

 

11.3

%

 

 

 

 

 

 

 

 

 

 

 

 

G. Leonard Baker, Jr.

 

288,225

 

Note 6

 

 

 

 

 

1.1

%

 

 

 

 

 

 

3,160,535

 

Note 4

 

11.3

%

 

 

 

 

 

 

 

 

 

 

 

 

William H. Younger, Jr.

 

747,068

 

Note 7

 

 

 

 

 

2.7

%

 

 

 

 

 

 

3,619,378

 

Note 4

 

12.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Tench Coxe

 

570,788

 

Note 8

 

 

 

 

 

2.1

%

 

 

 

 

 

 

3,443,098

 

Note 4

 

12.3

%

 

 

 

 

 

 

 

 

 

 

 

 

Gregory P. Sands

 

104,946

 

Note 9

 

 

 

 

 

0.4

%

 

 

 

 

 

 

2,977,256

 

Note 4

 

10.7

%

 

 

 

 

 

 

 

 

 

 

 

 

James C. Gaither

 

138,963

 

Note 10

 

 

 

 

 

0.5

%

 

 

 

 

 

 

3,011,273

 

Note 4

 

10.8

%

 

 

 

 

 

 

 

 

 

 

 

 

James N. White

 

137,840

 

Note 11

 

 

 

 

 

0.5

%

 

 

 

 

 

 

3,010,150

 

Note 4

 

10.8

%

 

 

 

 

 

 

 

 

 

 

 

 

Jeffrey W. Bird

 

115,044

 

Note 12

 

 

 

 

 

0.4

%

 

 

 

 

 

 

2,987,354

 

Note 4

 

10.7

%

 

 

 

 

 

 

 

 

 

 

 

 

David E. Sweet

 

29,542

 

Note 13

 

 

 

 

 

0.1

%

 

 

 

 

 

 

2,901,852

 

Note 4

 

10.4

%

 

 

 

 

 

 

 

 

 

 

 

 

Andrew T. Sheehan

 

46,437

 

Note 14

 

 

 

 

 

0.2

%

 

 

 

 

 

 

2,918,747

 

Note 4

 

10.5

%

 

 

 

 

 

 

 

 

 

 

 

 

Michael L. Speiser

 

7,145

 

Note 15

 

 

 

 

 

0.0

%

 

 

 

 

 

 

2,879,455

 

Note 4

 

10.3

%

 

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 726,940 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11.

 

Note 2:  Includes 797 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/11.

 

Note 3:  Includes 2,019 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/11.

 

Note 4:  Includes individual shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) plus all shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held by the following partnerships of 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 therein.

 

Note 5:  Comprised of 55,219 shares (including 4,762 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held in The Anderson Living Trust of which the reporting person is the trustee, 185,954 shares (including 61,985 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/11) held by a retirement trust for the benefit of the reporting person and 34,792 shares (including 3,040 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/11) held by Anvest, L.P. of which the reporting person is the trustee of a trust which is the General Partner.  The reporting person disclaims beneficial ownership of the living trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 6:  Comprised of 129,504 shares (including 32,799 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held in The Baker Revocable Trust of which the reporting person is a trustee and 158,721 shares (including 40,127 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held by Saunders Holdings, L.P. of which the reporting person is a trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership of the revocable trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 7:  Comprised of 287,352 shares (including 57,581 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held in The William H. Younger, Jr. Revocable Trust of which the reporting person is the trustee, 292,630 shares (including 119,761 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/11) held by a retirement trust for the benefit of the reporting person, 132,305 shares (including 39,920 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/11) held by Yovest, L.P. of which the reporting person is the trustee of a trust which is the General Partner, 32,448 shares of director’s options which are fully vested and exercisable within 60 days after 12/31/11 and 2,333 shares that were issued to Mr. Younger upon exercise of director’s options. The reporting person disclaims beneficial ownership of the revocable trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest therein.  The reporting person shares pecuniary interest in the shares of director’s options with other individuals pursuant to a contractual relationship.

 

Note 8:  Comprised of 163,220 shares (including 21,343 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held in The Coxe Revocable Trust of which the reporting person is a trustee, 385,870 shares (including 123,209 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held by a retirement trust for the benefit of the reporting person 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 revocable trust’s and the unitrust’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 9: Comprised of 101,869 shares (including 26,611 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) 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 Roth IRA for the benefit of the reporting person.  The reporting person disclaims beneficial ownership of the trust agreement’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 10: Comprised of 34,471 shares (including 2,611 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/11) held in the individual name and 104,492 shares (including 32,558 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held in The Gaither Revocable Trust of which the reporting person is the trustee.  The reporting person disclaims beneficial ownership of the revocable trust’s shares except as to the reporting person’s pecuniary interest therein.

 


 

Note 11: Comprised of 134,763 shares (including 35,061 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held in The White Revocable 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 revocable trust’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 12: Comprised of 115,044 shares (including 29,480 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held in the Jeffrey W. and Christina R. Bird Trust 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 therein.

 

Note 13: Comprised of 10,760 shares (including 1,960 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held in The David and Robin Sweet Living Trust of which the reporting person is a trustee and 18,782 shares (including 5,528 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/11) held by a retirement trust for the benefit of the reporting person.  The reporting person disclaims beneficial ownership of the living trust’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 14: Comprised of 46,437 shares (including 14,673 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held in the Sheehan 2003 Trust 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 therein.

 

Note 15: Comprised of 7,145 shares (including 1,832 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/11) held in the Speiser Trust Agreement of which the reporting person is a trustee.  The reporting person disclaims beneficial ownership of the trust agreement’s shares except as to the reporting person’s pecuniary interest therein.