-----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, JnlRsSh2L0w/zAgSDOVnl38S7nV5ey5Bp9IuV9/zve5j75OAeACvqHbrf+9M32cY I7ayvohVvC0fR87CFVy+tw== 0001144204-07-036104.txt : 20070711 0001144204-07-036104.hdr.sgml : 20070711 20070711152210 ACCESSION NUMBER: 0001144204-07-036104 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070711 DATE AS OF CHANGE: 20070711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NxStage Medical, Inc. CENTRAL INDEX KEY: 0001333170 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 043454702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81212 FILM NUMBER: 07974205 BUSINESS ADDRESS: STREET 1: 439 SOUTH UNION STREET STREET 2: 5TH FLOOR CITY: LAWRENCE STATE: MA ZIP: 01843 BUSINESS PHONE: 978-687-4700 MAIL ADDRESS: STREET 1: 439 SOUTH UNION STREET STREET 2: 5TH FLOOR CITY: LAWRENCE STATE: MA ZIP: 01843 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Utterberg David S CENTRAL INDEX KEY: 0001341407 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 978-687-4700 MAIL ADDRESS: STREET 1: NXSTAGE MEDICAL INC STREET 2: 439 SOUTH STREET 5TH FLOOR CITY: LAWRENCE STATE: MA ZIP: 01843 SC 13G/A 1 v080703_sc-13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

NxStage Medical, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

67072V103
(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. 67072V103 
13G
  
 
1) NAMES OF REPORTING PERSONS
David S. Utterberg
     
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
     
 
    
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
5) SOLE VOTING POWER
2,020,815*
SHARES
    
   
BENEFICIALLY
6) SHARED VOTING POWER
0
OWNED BY
  
 
EACH
7) SOLE DISPOSITIVE POWER
2,020,815*
REPORTING
 
 
PERSON WITH
8) SHARED DISPOSITIVE POWER
0
     
     
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
2,020,815*
BY EACH REPORTING PERSON
  
     
     
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  
CERTAIN SHARES (SEE INSTRUCTIONS)
o
     
     
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
Approximately 6.7%*
    
     
     
12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
     
 
* Includes (i) an option to purchase 1,497 shares of Common Stock at an exercise price of $0.34 per share, which option is immediately exercisable as of the date hereof and expires on November 1, 2008 (the “2008 Option”), (ii) an option to purchase 12,000 shares of Common Stock at an exercise price of $12.59 per share, which option is immediately exercisable as of the date hereof and expires on December 8, 2010 (the “2010 Option”), (iii) an option to purchase 14,000 shares of Common Stock at an exercise price of $10.83 per share, which option is immediately exercisable as of the date hereof and expires May 29, 2011 (the “2011 Option”), and (iv) an option to purchase 14,000 shares of Common Stock at an exercise price of $12.20 per share, which option is immediately exercisable as of the date hereof and expires May 29, 2012 (collectively with the 2008 Option, the 2010 Option and the 2011 Option, the “Options”).
 
Page 2 of 6 Page
 
 
Item 1(a).
Name of Issuer:                                            NxStage Medical, Inc.
 
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
439 South Union Street
5th Floor
Lawrence, Massachusetts 01843

 
Item 2(a).
Name of Person Filing:
 
David S. Utterberg
 
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:

 
The principal business office address of the Reporting Person is:
 
Medisystems Corporation
701 Pike Street
Seattle, Washington 98101
 
 
Item 2(c).
Citizenship:
 
 
The place of citizenship of the Reporting Person is the United States.
 
 
Item 2(d).
Title of Class of Securities:
Common Stock,
par value $0.001 per share
 
 
Item 2(e). CUSIP Number:
67072V103
 
 
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 
Not Applicable.
 
Page 3 of 6 Page
 
 
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:
2,020,815*
   
 
 
(b) Percent of class:
6.7%*
     
 
(c) Number of shares as to which the person has:
 
   
 
 
(i) Sole power to vote or to direct the vote
2,020,815*
   
 
 
(ii) Shared power to vote or to direct the vote
0
   
 
 
(iii) Sole power to dispose or to direct the disposition of
2,020,815*
   
 
 
(iv) Shared power to dispose or to direct the disposition of
0
 
* Includes the Options to purchase 41,497 shares of Common Stock.

The number of shares of Common Stock beneficially owned by, and the percentage of outstanding shares of Common Stock represented thereby for, the Reporting Person have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership described above is based on an aggregate of 29,965,649 shares of Common Stock, which consists of (i) 29,924,152 shares of Common Stock issued and outstanding as of May 3, 2007, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2007, and (ii) 41,497 shares of Common Stock issuable upon exercise of the Options.
 
 
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.
   
 
Not Applicable.
 
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

 
Not applicable.
 
 
Page 4 of 6 Page
 
 
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.
 
Not Applicable.
 
 
Page 5 of 6 Page

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.

Dated: July 10, 2007


 
/s/ David S. Utterberg
  
  David S. Utterberg  
 
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