CNS RESPONSE, INC.
|
(Name of Issuer)
|
Common Stock, par value $0.001 per share
|
(Title of Class of Securities)
|
12619C101
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(CUSIP Number)
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(949) 398-5100 |
(Name, Address and Telephone Number of Person Authorized to
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Receive Notices and Communications)
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February 28, 2011
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 12619C101
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1
|
NAME OF REPORTING PERSONS.
SAIL VENTURE PARTNERS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
13,074,838*
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
13,074,838*
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,074,838*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%*
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
OO LIMITED LIABILITY COMPANY
|
CUSIP No. 12619C101
|
1
|
NAME OF REPORTING PERSONS.
SAIL VENTURE PARTNERS, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
13,074,838*
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
13,074,838*
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,074,838*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%*
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
PN
|
CUSIP No. 12619C101
|
1
|
NAME OF REPORTING PERSONS.
SAIL 2010 CO-INVESTMENT PARTNERS GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
317,447*
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
317,447*
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,447*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%*
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
OO LIMITED LIABILITY COMPANY
|
CUSIP No. 12619C101
|
1
|
NAME OF REPORTING PERSONS.
SAIL 2010 CO-INVESTMENT PARTNERS, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
317,447*
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
317,447*
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,447*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
PN
|
CUSIP No. 12619C101
|
1
|
NAME OF REPORTING PERSONS.
SAIL HOLDINGS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
317,447*
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
317,447*
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,447*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
OO LIMITED LIABILITY COMPANY
|
CUSIP No. 12619C101
|
1
|
NAME OF REPORTING PERSONS.
WALTER L. SCHINDLER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
Not Applicable
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
317,447*
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
317,447*
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,447*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
IN
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ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit No.
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Description
|
|
4
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Note and Warrant Purchase Agreement, dated as of January 20, 2011 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by CNS Response, Inc. on March 1, 2011)
|
|
5
|
Form of Note (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by CNS Response, Inc. on March 1, 2011)
|
|
6
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Form of Warrant (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by CNS Response, Inc. on March 1, 2011)
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|
7
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Joint Filing Agreement, dated March 31, 2011, among SAIL Venture Partners, LP, SAIL Venture Partners, LLC, SAIL 2010 Co-Investment Partners, LP, SAIL 2010 Co-Investment Partners GP, LLC, SAIL Holdings, LLC and Walter Schindler
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Dated: March 31, 2011
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Dated: March 31, 2011
|
|
SAIL Venture Partners, LP
|
SAIL 2010 Co-Investment Partners GP, LLC
|
|
a Delaware limited partnership
|
a Delaware limited liability company
|
|
/s/ David B. Jones
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/s/ Walter Schindler
|
|
By: David B. Jones
|
By: Walter Schindler
|
|
Its: Manager
|
Its: Manager of Managing Member
|
|
Dated: March 31, 2011
|
Dated: March 31, 2011
|
|
SAIL Venture Partners, LLC
|
SAIL Holdings, LLC
|
|
a Delaware limited liability company
|
a Delaware limited liability company
|
|
/s/ David B. Jones
|
/s/ Walter Schindler
|
|
By: David B. Jones
|
By: Walter Schindler
|
|
Its: Manager
|
Its: Manager
|
|
Dated: March 31, 2011
|
Dated: March 31, 2011
|
|
SAIL 2010 Co-Investment Partners, LP
|
Walter Schindler
|
|
a Delaware limited partnership
|
||
/s/ Walter Schindler
|
||
/s/ Walter Schindler
|
By: Walter Schindler
|
|
By: Walter Schindler
|
||
Its: Manager of Managing Member of the
General Partner
|
Exhibit No.
|
Description
|
|
4
|
Note and Warrant Purchase Agreement, dated as of January 20, 2011 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by CNS Response, Inc. on March 1, 2011)
|
|
5
|
Form of Note (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by CNS Response, Inc. on March 1, 2011)
|
|
6
|
Form of Warrant (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by CNS Response, Inc. on March 1, 2011)
|
|
7
|
|
Joint Filing Agreement, dated March 31, 2011, among SAIL Venture Partners, LP, SAIL Venture Partners, LLC, SAIL 2010 Co-Investment Partners, LP, SAIL 2010 Co-Investment Partners GP, LLC, SAIL Holdings, LLC and Walter Schindler
|
Dated: March 31, 2011
|
Dated: March 31, 2011
|
|
SAIL Venture Partners, LP
|
SAIL 2010 Co-Investment Partners GP, LLC
|
|
a Delaware limited partnership
|
a Delaware limited liability company
|
|
/s/ David B. Jones
|
/s/ Walter Schindler
|
|
By: David B. Jones
|
By: Walter Schindler
|
|
Its: Manager
|
Its: Manager of Managing Member
|
|
Dated: March 31, 2011
|
Dated: March 31, 2011
|
|
SAIL Venture Partners, LLC
|
SAIL Holdings, LLC
|
|
a Delaware limited liability company
|
a Delaware limited liability company
|
|
/s/ David B. Jones
|
/s/ Walter Schindler
|
|
By: David B. Jones
|
By: Walter Schindler
|
|
Its: Manager
|
Its: Manager
|
|
Dated: March 31, 2011
|
Dated: March 31, 2011
|
|
SAIL 2010 Co-Investment Partners, LP
|
Walter Schindler
|
|
a Delaware limited partnership
|
||
/s/ Walter Schindler
|
||
/s/ Walter Schindler
|
By: Walter Schindler
|
|
By: Walter Schindler
|
||
Its: Manager of Managing Member of the
General Partner
|