-----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, HDrEmlQdLPHUwF7KOfr4KRQUtt4bzh52V8iEGHp9N+9e/sSntvZL6HpZUIqkRtRL 1ZmP3Jxy6Q8aZzUl+RcY6g== 0000906344-07-000062.txt : 20070202 0000906344-07-000062.hdr.sgml : 20070202 20070202165036 ACCESSION NUMBER: 0000906344-07-000062 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070202 DATE AS OF CHANGE: 20070202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEDCAP MANAGEMENT & RESEARCH LLC CENTRAL INDEX KEY: 0001279729 IRS NUMBER: 943411543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 THIRD STREET STREET 2: SUITE 535 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-495-1010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NMT MEDICAL INC CENTRAL INDEX KEY: 0001017259 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 954090463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48983 FILM NUMBER: 07577152 BUSINESS ADDRESS: STREET 1: 27 WORMWOOD STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6177370930 MAIL ADDRESS: STREET 1: 27 WORMWOOD STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: NITINOL MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19960619 SC 13G/A 1 nmt13g3.txt SCHEDULE 13G AMENDMENT 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* NMT Medical, Inc. ----------------- (Name of Issuer) Common Stock. $.001 par value ----------------------------- (Title of Class of Securities) 629294109 --------- (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: [x] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] 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 629294109 SCHEDULE 13G Page 2 of 8 1. Names of Reporting MEDCAP MANAGEMENT & RESEARCH LLC Persons. I.R.S. Identification Nos. of above persons 94-3411543 (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power 0 Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 0 Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each 0 Reporting Person 10. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 11. Percent of Class Represented by Amount in Row 0% (9) 12. Type of Reporting Person (See Instructions) IA CUSIP 629294109 SCHEDULE 13G Page 3 of 8 1. Names of Reporting MEDCAP PARTNERS, L.P. Persons. I.R.S. Identification Nos. of above persons 94-3412423 (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power 0 Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 0 Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each 0 Reporting Person 10. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 11. Percent of Class Represented by Amount in Row 0% (9) 12. Type of Reporting Person (See Instructions) PN CUSIP 629294109 SCHEDULE 13G Page 4 of 8 1. Names of Reporting C. FRED TONEY Persons. I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of 5. Sole Voting Power 0 Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 0 Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each 0 Reporting Person 10. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 11. Percent of Class Represented by Amount in Row 0% (9) 12. Type of Reporting Person (See Instructions) IN/HC CUSIP 629294109 SCHEDULE 13G Page 5 of 8 Item 1. (a) Name of Issuer: NMT Medical, Inc. (b) Address of Issuer's 27 Wormwood Street Principal Executive Office: Boston, MA 02210-1625 Item 2. (a) Name of Person Filing MedCap Management & Research LLC MedCap Partners L.P. C. Fred Toney (b) Address of Principal Business The principal business address Office or, if none, Residence of the reporting persons is 500 Third Street, Suite 535, San Francisco, CA 94107. (c) Citizenship Reference is made to Item 4 of pages 2, 3 and 4 of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein. (d) Title of Class of Securities Common Stock, $.001 par value (e) CUSIP Number 629294109 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: [ ] (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). [ ] (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). [ ] (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). [x] (e) An investment adviser in accordance with Section 240.13d- 1(b)(1)(ii)(E); [ ] (f) An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); [x] (g) A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); CUSIP 629294109 SCHEDULE 13G Page 6 of 8 [ ] (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] (i) 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) Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). 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. Reference is hereby made to Items 5-9 and 11 of pages 2, 3 and 4 of this Schedule, which Items are incorporated by reference herein. 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 [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 Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. CUSIP 629294109 SCHEDULE 13G Page 7 of 8 Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 2, 2007 MEDCAP MANAGEMENT & RESEARCH LLC By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member C. FRED TONEY /s/ C. Fred Toney ----------------- C. Fred Toney By signing below the undersigned certifies that, to the best of its 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. Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 2, 2007 MEDCAP PARTNERS L.P. By: MedCap Management & Research LLC, its General Partner By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 8 CUSIP 629294109 SCHEDULE 13G Page 8 of 8 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: February 2, 2007 MEDCAP MANAGEMENT & RESEARCH LLC By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member MEDCAP PARTNERS L.P. By: MedCap Management & Research LLC, its General Partner By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member C. FRED TONEY /s/ C. Fred Toney ----------------- C. Fred Toney -----END PRIVACY-ENHANCED MESSAGE-----