FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REVA Medical, Inc. [ RVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/16/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/16/2010 | C | 47,648(1) | A | (2) | 47,648 | D | |||
Common Stock | 12/16/2010 | X | 7,685(3) | A | $6.5066 | 55,333 | D | |||
Common Stock | 12/16/2010 | X | 7,936(4) | A | $6.5066 | 63,269 | D | |||
Common Stock | 12/16/2010 | X | 15,244(5) | A | $3.28 | 78,513 | D | |||
Common Stock | 12/16/2010 | C | 212,402(6) | A | (2) | 212,402 | I | By wife | ||
Common Stock | 12/16/2010 | X | 12,764(7) | A | $6.5066 | 225,166 | I | By wife | ||
Common Stock | 12/16/2010 | X | 2,552(7) | A | $6.5066 | 227,718 | I | By wife | ||
Common Stock | 12/16/2010 | C | 176,850 | A | (2) | 735,750 | I | Group Outcome Investors I, LLC(8) | ||
Common Stock | 12/16/2010 | C | 109,375 | A | (2) | 845,125 | I | Group Outcome Investors I, LLC(8) | ||
Common Stock | 12/16/2010 | C | 66,624 | A | (2) | 911,749 | I | Group Outcome Investors I, LLC(8) | ||
Common Stock | 12/16/2010 | C | 204,918 | A | (2) | 1,116,667 | I | Group Outcome Investors I, LLC(8) | ||
Common Stock | 12/16/2010 | C | 112,755(9) | A | $3.28 | 1,229,422 | I | Group Outcome Investors I, LLC(8) | ||
Common Stock | 12/16/2010 | C | 111,753(9) | A | $3.28 | 1,341,175 | I | Group Outcome Investors I, LLC(8) | ||
Common Stock | 12/16/2010 | C | 3,930 | A | (2) | 67,359 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | ||
Common Stock | 12/16/2010 | C | 421,875 | A | (2) | 489,225 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | ||
Common Stock | 12/16/2010 | C | 256,981 | A | (2) | 746,206 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | ||
Common Stock | 12/16/2010 | C | 204,918 | A | (2) | 951,124 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | ||
Common Stock | 12/16/2010 | C | 28,591(11) | A | (2) | 979,715 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | ||
Common Stock | 12/16/2010 | C | 112,754(9) | A | $3.28 | 1,092,469 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | ||
Common Stock | 12/16/2010 | X | 5,340(12) | A | $3.28 | 1,097,809 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | ||
Common Stock | 12/16/2010 | X | 1,872(13) | A | $6.5066 | 1,099,681 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | ||
Common Stock | 12/16/2010 | X | 1,934(14) | A | $6.5066 | 1,101,615 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series H Preferred Stock | (2) | 12/16/2010 | C | 39,680 | (2) | (2) | Common Stock | 39,680 | (2) | 0 | D | ||||
Warrant | $6.5066 | 12/16/2010 | X | 7,685 | 05/23/2007 | 05/23/2011 | Series H Preferred Stock | 7,685 | $6.5066 | 0 | D | ||||
Warrant | $6.5066 | 12/16/2010 | X | 7,936 | 12/07/2007 | 12/07/2012 | Common Stock | 7,936 | $6.5066 | 0 | D | ||||
CHESS Depository Interests(15) | (15) | 12/16/2010 | P | 200,000(16) | (17) | (17) | Common Stock | 20,000 | (18) | 200,000 | D | ||||
Series H Preferred Stock | (2) | 12/16/2010 | C | 188,619 | (2) | (2) | Common Stock | 188,619 | (2) | 0 | I | By wife | |||
Series A Preferred Stock | (2) | 12/16/2010 | C | 176,850 | (2) | (2) | Common Stock | 176,850 | (2) | 0 | I | Group Outcome Investors I, LLC(8) | |||
Series B Preferred Stock | (2) | 12/16/2010 | C | 109,375 | (2) | (2) | Common Stock | 109,375 | (2) | 0 | I | Group Outcome Investors I, LLC(8) | |||
Series C Preferred Stock | (2) | 12/16/2010 | C | 66,624 | (2) | (2) | Common Stock | 66,624 | (2) | 0 | I | Group Outcome Investors I, LLC(8) | |||
Series D Preferred Stock | (2) | 12/16/2010 | C | 204,918 | (2) | (2) | Common Stock | 204,918 | (2) | 0 | I | Group Outcome Investors I, LLC(8) | |||
Convertible Note | $3.28 | 12/16/2010 | C | 112,318 | 11/12/2003 | 12/31/2011 | Series F Preferred Stock | 112,318 | $3.28 | 0 | I | Group Outcome Investors I, LLC(8) | |||
Convertible Note | $3.28 | 12/16/2010 | C | 111,316 | 01/22/2004 | 12/31/2011 | Series F Preferred Stock | 111,316 | $3.28 | 0 | I | Group Outcome Investors I, LLC(8) | |||
Warrant | $3.28 | 12/16/2010 | X | 15,244 | 10/22/2004 | 10/22/2014 | Series F Preferred Stock | 15,244 | $3.28 | 0 | I | Group Outcome Investors I, LLC(8) | |||
Warrant | $6.5055 | 12/16/2010 | X | 31,437 | 05/25/2010 | 12/07/2012 | Common Stock | 31,437 | $6.5066 | 0 | I | Group Outcome Investors I, LLC(8) | |||
Warrant | $6.5066 | 12/16/2010 | X | 6,287 | 06/02/2010 | 12/07/2012 | Common Stock | 6,287 | $6.5066 | 0 | I | Group Outcome Investors I, LLC(8) | |||
Series A Preferred Stock | (2) | 12/16/2010 | C | 3,930 | (2) | (2) | Common Stock | 3,930 | (2) | 0 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | |||
Series B Preferred Stock | (2) | 12/16/2010 | C | 421,875 | (2) | (2) | Common Stock | 421,875 | (2) | 0 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | |||
Series C Preferred Stock | (2) | 12/16/2010 | C | 256,981 | (2) | (2) | Common Stock | 256,981 | (2) | 0 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | |||
Series D Preferred Stock | (2) | 12/16/2010 | C | 204,918 | (2) | (2) | Common Stock | 204,918 | (2) | 0 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | |||
Series H Preferred Stock | (2) | 12/16/2010 | C | 23,810 | (2) | (2) | Common Stock | 23,810 | (2) | 0 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | |||
Convertible Note | $3.28 | 12/16/2010 | C | 112,318 | 11/12/2003 | 12/31/2011 | Series F Preferred Stock | 112,318 | $3.28 | 0 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | |||
Warrant | $3.28 | 12/16/2010 | X | 7,622 | 10/22/2004 | 10/22/2014 | Series F Preferred Stock | 7,622 | $3.28 | 0 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | |||
Warrant | $6.5066 | 12/16/2010 | X | 4,611 | 05/23/2007 | 05/23/2012 | Series H Preferred Stock | 4,611 | $6.5066 | 0 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | |||
Warrant | $6.5066 | 12/16/2010 | X | 4,762 | 12/07/2007 | 12/07/2012 | Common Stock | 4,762 | $6.5066 | 0 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) | |||
CHESS Depository Interests(15) | (15) | 12/16/2010 | P | 2,454,545(19) | (17) | (17) | Common Stock | 245,454 | (18) | 2,454,545 | I | Kenneth Rainin Adminsitrative Trust U/D/T 3/29/90(10) |
Explanation of Responses: |
1. Includes 7,968 shares of Series H Preferred Stock which were accrued as cumulative dividends and paid upon the closing of the Issuer's initial public offering on as-converted basis. |
2. Each outstanding share of the Issuer's Preferred Stock automatically converted to one share of Common Stock upon the closing of the Issuer's initial public offering. |
3. Represents the issuance of Series H Preferred Stock upon the exercise of such warrant upon the closing of the Issuer's initial public offering. Each share of Issuer's Series H Preferred Stock converted to one share Common Stock upon the closing of the Issuer's initial public offering. |
4. Represents the issuance of Common Stock upon the exercise of such warrant upon the closing of the Issuer's initial public offering. |
5. Represents the issuance of Series F Preferred Stock upon the exercise of such warrant upon the closing of the Issuer's initial public offering. Each share of Issuer's Series F Preferred Stock converted to one share Common Stock upon the closing of the Issuer's initial public offering. The warrant was previously reported as indirectly held by Group Outcome Investors I, LLC. The shares underlying the warrant were issued to Robert Stockman upon exercise of the warrant. |
6. Includes 23,783 shares of Series H Preferred Stock which were accrued as cumulative dividends and paid upon the closing of the Issuer's initial public offering on as-converted basis. |
7. Represents the issuance of common stock upon the exercise of such warrant on a cashless basis upon the closing of the Issuer's initial public offering. The warrant was previously reported as indirectly held by Group Outcome Investors I, LLC. The shares underlying the warrant were issued to Lisa Stockman, Robert Stockman's wife upon exercise of the warrant. |
8. Represents securities held by Group Outcome Investors I, LLC. The members of Group Outcome Investors I, LLC are Isabel Stockman Trust, Martha Davis, Trustee; Hope Stockman Trust, Martha Davis, Trustee; Phoebe Stockman Trust, Martha Davis, Trustee; and Elizabeth Stockman Trust, Martha Davis, Trustee. Each of the members shares voting and dispositive power with respect to the shares. Two of the trustees, Isabel Stockman and Elizabeth Stockman, are dependents of Robert Stockman, our Chairman of the Board and Chief Executive Officer, and for Section 16 purposes, we have reported the full beneficial ownership of Group Outcome Investors I, LLC under Mr. Stockman's beneficial ownership. Mr. Stockman disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
9. Represents the conversion of convertible notes into shares of Series F Preferred Stock upon the closing of the Issuer's initial public offering. Includes conversion of additional accrued interest following the date of the Reporting Person's previously filed Form 3 report. Each share of Issuer's Series F Preferred Stock converted to one share common stock upon the closing of the Issuer's initial public offering. |
10. Mr. Stockman, along with Jennifer Rainin, is the trustee of the Kenneth Rainin Administrative Trust U/D/T 3/29/90 and has voting and dispositive power with respect to these shares. Mr. Stockman disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
11. Includes 4,781 shares of Series H Preferred Stock which were accrued as cumulative dividends and paid upon the closing of the Issuer's initial public offering on as-converted basis. |
12. Represents the issuance of Series F Preferred Stock upon the exercise of such warrant on a cashless basis upon the closing of the Issuer's initial public offering. Each share of Issuer's Series F Preferred Stock converted to one share Common Stock upon the closing of the Issuer's initial public offering. |
13. Represents the issuance of Series H Preferred Stock upon the exercise of such warrant on a cashless basis upon the closing of the Issuer's initial public offering. Each share of Issuer's Series H preferred stock converted to one share Common Stock upon the closing of the Issuer's initial public offering. |
14. Represents the issuance of Common Stock upon the exercise of such warrant on a cashless basis upon the closing of the Issuer's initial public offering. |
15. Australian CHESS Depositary Interests (CDIs) trade on the Australian Stock Exchange (ASX) and evidence beneficial ownership of Issuer's Common Stock on a ten-for-one basis. |
16. Represents 20,000 shares of Issuer's Common Stock. |
17. The CDIs are convertible into the Issuer's Common Stock on a ten-for-one basis at any time. |
18. The CDIs were purchased in the Company's initial public offering at a purchase price of A$1.10 per CDI, or the equivelant of A$11.00 per share of Common Stock. |
19. Represents 245,454 shares of Issuer's Common Stock. |
Remarks: |
/s/ Katrina Thompson, Attorney-in-fact | 12/20/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |