0001104659-14-003850.txt : 20140123 0001104659-14-003850.hdr.sgml : 20140123 20140123171239 ACCESSION NUMBER: 0001104659-14-003850 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140123 DATE AS OF CHANGE: 20140123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANSEN MEDICAL INC CENTRAL INDEX KEY: 0001276591 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82535 FILM NUMBER: 14543722 BUSINESS ADDRESS: STREET 1: 800 EAST MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650 404 5800 MAIL ADDRESS: STREET 1: 800 EAST MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARASKOG RAND V CENTRAL INDEX KEY: 0001014314 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: - STREET 2: 125 WORTH AVENUE, SUITE 300 CITY: PALM BEACH STATE: FL ZIP: 33480 SC 13G/A 1 a14-4149_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

Hansen Medical, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

411307101

(CUSIP Number)

December 31, 2013

(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)

x

Rule 13d-1(c)

o

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. 411307101

13G/A

 

 

 

1.

Names of Reporting Persons
Rand V. Araskog

 

 

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
3,214,200

 

6.

Shared Voting Power
360,000*

 

7.

Sole Dispositive Power
3,214,200

 

8.

Shared Dispositive Power
360,000*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,574,200

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.7%**

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


* See Item 4(a) of this Schedule 13G/A for a discussion of the Reporting Person’s shared voting and dispositive power over such shares.

 

** Percentage based on an aggregate of 96,416,954 shares of the Issuer’s Common Stock outstanding as of November 1, 2013 as reported pursuant to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

 

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CUSIP No. 411307101

13G/A

 

 

Item 1(a).

Name of Issuer:
Hansen Medical, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
800 East Middlefield Road

Mountain View, CA  94043

 

Item 2(a).

Name of Person Filing:
This Statement is filed on behalf of the following person (the “Reporting Person”):

Rand V. Araskog

Item 2(b).

Address of Principal Offices or, if none, Residence:
The address of the Reporting Person is:

324 Royal Palm Way, Suite 228

Palm Beach, FL  33480

Item 2(c).

Citizenship:
Rand V. Araskog is a United States citizen.

Item 2(d).

Title of Class of Securities:
Common Stock, $.0001 par value per share

Item 2(e).

CUSIP Number:
411307101

 

Item 3.

If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:

 

Not applicable.

 

(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 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

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CUSIP No. 411307101

13G/A

 

 

Item 4.

Ownership.

 

(a)   Amount beneficially owned:

 

The Reporting Person beneficially owns, or may be deemed to beneficially own under applicable regulatory definitions, an aggregate of 3,574,200 shares of Common Stock of the Issuer (the “Beneficially Owned Shares”).  The Reporting Person’s wife and daughter are trustees of a charitable lead trust owning 200,000 of the Beneficially Owned Shares, for whom the Reporting Person’s children and/or grandchildren are beneficiaries following the charitable term of the trust and for which the Reporting Person contributes investment advice.  Certain of the Reporting Person’s minor grandchildren own 70,000 of the Beneficially Owned Shares for which the Reporting Person’s son is custodian, but for which the Reporting Person contributes investment advice.  One of the Reporting Person’s grandchildren beneficially owns 35,000 shares of Common Stock of the Issuer for which the Reporting Person controls investment decisions.  The Reporting Person’s daughter beneficially owns 55,000 of the Beneficially Owned Shares for which the Reporting Person contributes investment advice.

 

The Reporting Person’s daughter is trustee of a trust owning 40,000 shares of Common Stock of the Issuer, for whom certain of the Reporting Person’s minor grandchildren are beneficiaries and for which the Reporting Person’s daughter controls investment decisions. Certain of the Reporting Person’s minor grandchildren own 160,000 shares of Common Stock of the Issuer for which the Reporting Person’s son-in-law controls investment decisions.  The Reporting Person’s daughter and son-in-law own an aggregate of 2,200 shares of Common Stock of the Issuer for which the Reporting Person’s son-in-law controls investment decisions.  Certain employees of the Reporting Person own an aggregate of 12,000 shares of Common Stock of the Issuer, having acquired such shares following the investment advice of the Reporting Person, with such employees controlling future investment decisions for their respective shares.  The aggregate 214,200 shares of Common Stock of the Issuer described in this paragraph are collectively referred to as the “Disclaimed Shares”.

 

As an immediate family member or employer with respect to the Disclaimed Shares, the Reporting Person may, under applicable regulatory definitions, be deemed to beneficially own the Disclaimed Shares insofar as the Reporting Person may be deemed to have the power to direct the voting or disposition of the Disclaimed Shares.  Neither the filing of this Schedule 13G/A nor any of its contents shall be deemed to constitute an admission that the Reporting Person is the beneficial owner of the Disclaimed Shares and the Reporting Person disclaims beneficial ownership as to the Disclaimed Shares.

 

(b)   Percent of class:

 

The Reporting Person beneficially owns approximately 3.7% of the Issuer’s Common Stock.

 

Reference is made to Item 4(a) above as to the Issuer’s Common Stock beneficially owned by certain immediate family members and employees of the Reporting Person that may, under applicable regulatory definitions, be deemed to be beneficially owned by the Reporting Person.  If all such shares of Common Stock were beneficially owned by the Reporting Person, the Reporting Person’s percentage beneficial ownership of the Issuer’s Common Stock would be approximately 3.9%.

 

4



 

CUSIP No. 411307101

13G/A

 

 

 

(c)

Number of shares as to which the Reporting Person has:

 

 

 

(i)

Sole power to vote or direct the vote:   

Reporting Person:          3,214,200

 

 

(ii)

Shared power to vote or direct the vote:    

Reporting Person:          360,000

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

Reporting Person:          3,214,200

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

Reporting Person:          360,000

Reference is made to Item 4(a) above as to the Issuer’s Common Stock beneficially owned by certain immediate family members and employees of the Reporting Person that may, under applicable regulatory definitions, be deemed to be beneficially owned by the Reporting Person.

 

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 5 percent of the class of securities, check the following  x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

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

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

5



 

CUSIP No. 411307101

13G/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, other than activities solely in connection with a nomination under § 240.14a-11.

 

SIGNATURE

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

Dated: January 23, 2014

 

 

 

 

 

RAND V. ARASKOG

 

 

 

/s/ RAND V. ARASKOG

 

(Signature)

 

 

ATTENTION.

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

 

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