SC 13G

0001193125-14-054139.txt : 20140214 0001193125-14-054139.hdr.sgml : 20140214 20140214140359 ACCESSION NUMBER: 0001193125-14-054139 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: CMEA VENTURES VII (PARALLEL), L.P. GROUP MEMBERS: CMEA VENTURES VII GP, L.P. GROUP MEMBERS: CMEA VENTURES VII GP, LLC GROUP MEMBERS: DAVID J. COLLIER GROUP MEMBERS: FAYSAL A. SOHAIL GROUP MEMBERS: JAMES F. WATSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BAXANO SURGICAL, INC. CENTRAL INDEX KEY: 0001230355 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83222 FILM NUMBER: 14614462 BUSINESS ADDRESS: STREET 1: 110 HORIZON DRIVE, SUITE 230 CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: (919) 800-0020 MAIL ADDRESS: STREET 1: 110 HORIZON DRIVE, SUITE 230 CITY: RALEIGH STATE: NC ZIP: 27615 FORMER COMPANY: FORMER CONFORMED NAME: TRANS1 INC DATE OF NAME CHANGE: 20030501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CMEA Ventures VII LP CENTRAL INDEX KEY: 0001405712 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: One Embarcadero Center CITY: San Francisco STATE: CA ZIP: 94111 BUSINESS PHONE: 415-352-1520 MAIL ADDRESS: STREET 1: One Embarcadero Center CITY: San Francisco STATE: CA ZIP: 94111 SC 13G 1 d675966dsc13g.htm SC 13G SC 13G


CUSIP No. 89385X105		Page 1 of 15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Baxano Surgical, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

89385X105

(CUSIP Number)

May 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:

¨ 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 No. 89385X105		Page 2 of 15


1	NAMES OF REPORTING PERSONS CMEA Ventures VII, L.P.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,409,607
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,409,607
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,409,607
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.54%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 89385X105		Page 3 of 15


1	NAMES OF REPORTING PERSONS CMEA Ventures VII (Parallel), L.P.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,409,607
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,409,607
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,409,607
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.54%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 89385X105		Page 4 of 15


1	NAMES OF REPORTING PERSONS CMEA Ventures VII GP, L.P.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,409,607
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,409,607
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,409,607
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.54%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 89385X105		Page 5 of 15


1	NAMES OF REPORTING PERSONS CMEA Ventures VII GP, LLC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,409,607
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,409,607
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,409,607
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.54%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 89385X105		Page 6 of 15


1	NAMES OF REPORTING PERSONS David J. Collier
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,409,607
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,409,607
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,409,607
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.54%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 89385X105		Page 7 of 15


1	NAMES OF REPORTING PERSONS Faysal A. Sohail
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,409,607
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,409,607
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,409,607
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.54%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 89385X105		Page 8 of 15


1	NAMES OF REPORTING PERSONS James F. Watson
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,409,607
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,409,607
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,409,607
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.54%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 89385X105		Page 9 of 15

Schedule 13G

Item 1(a).

Name of Issuer:

Baxano Surgical, Inc. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

110 Horizon Drive, Suite 230, Raleigh, NC 27615.

Item 2(a).

Names of Persons Filing:

CMEA Ventures VII, L.P. (“CMEA VII”); CMEA Ventures VII (Parallel), L.P. (“CMEA VII Parallel”); CMEA Ventures VII GP, L.P. (“CMEA VII GP”), which is the sole General Partner of CMEA VII and CMEA VII Parallel; CMEA Ventures VII GP, LLC (“CMEA VII GP LLC”), which is the sole General Partner of CMEA VII GP; David J. Collier (“Collier”), Faysal A. Sohail (“Sohail”), and James F. Watson (“Watson”), each of whom is a member of CMEA VII GP LLC. CMEA VII, CMEA VII Parallel, CMEA VII GP, CMEA VII GP LLC, Collier, Sohail and Watson are referred to individually herein as “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is c/o CMEA Capital, 1 Letterman Drive, Building C, Suite CM500, San Francisco, CA 94129.

Item 2(c).

Citizenship:

CMEA VII, CMEA VII Parallel and CMEA GP are each limited partnerships organized under the laws of the State of Delaware. CMEA VII GP LLC is a limited liability company organized under the laws of the State of Delaware. Each of Collier, Sohail and Watson is a United States citizen.

Item 2(d).

Title of Class of Securities:

Common Stock, $.001 par value (“Common Stock”).

Item 2(e).

CUSIP Number:

89385X105.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.


CUSIP No. 89385X105		Page 10 of 15

(a)

Amount beneficially owned: CMEA VII is the record owner of 3,324,368 shares of Common Stock as of December 31, 2013; CMEA VII Parallel is the record owner of 85,239 shares of Common Stock as of December 31, 2013 (collectively, the “Shares”). As the sole General Partner of CMEA VII and CMEA VII Parallel, CMEA VII GP may be deemed to own beneficially the Shares. As the sole General Partner of CMEA VII GP, CMEA VII GP LLC may be deemed to own beneficially the Shares. As the members of CMEA VII GP LLC, each of Collier, Sohail, and Watson also may be deemed to own beneficially the Shares.

By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of CMEA VII, CMEA VII Parallel, CMEA VII GP and CMEA VII GP LLC may be deemed to share the power to direct the disposition and vote of the Shares.

(b)

Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 45,197,632 shares of Common Stock reported by the Issuer to be outstanding as of November 11, 2013 on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2013.

(c)

Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: See Line 5 of cover sheets.

(ii) shared power to vote or to direct the vote: See Line 6 of cover sheets.

(iii) sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.

(iv) shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

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. The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).


CUSIP No. 89385X105		Page 11 of 15

Item 9.

Notice of Dissolution of Group.

Not applicable.

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.


CUSIP No. 89385X105		Page 12 of 15

SIGNATURE

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

Date: February 14, 2014


CMEA VENTURES VII, L.P.

By:		CMEA Ventures VII GP, L.P., its General Partner
By:		CMEA Ventures VII GP, LLC, its General Partner

By:		/s/ David Collier
Name: David Collier
Title: Manager

CMEA VENTURES VII (PARALLEL), L.P.

By:		CMEA Ventures VII GP, L.P., its General Partner
By:		CMEA Ventures VII GP, LLC, its General Partner

By:		/s/ David Collier
Name: David Collier
Title: Manager

CMEA VENTURES VII GP, L.P.

By:		CMEA Ventures VII GP, LLC, its General Partner

By:		/s/ David Collier
Name: David Collier
Title: Manager

CMEA VENTURES VII GP, LLC

By:		/s/ David Collier
Name: David Collier
Title: Manager

[Signatures Continue on Next Page]


CUSIP No. 89385X105		Page 13 of 15

/s/ David J. Collier

David J. Collier

/s/ Faysal A. Sohail

Faysal A. Sohail

/s/ James F. Watson

James F. Watson


CUSIP No. 89385X105		Page 14 of 15

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Baxano Surgical, Inc.

EXECUTED this 14^th day of February, 2014


CMEA VENTURES VII, L.P.

By:		CMEA Ventures VII GP, L.P., its General Partner
By:		CMEA Ventures VII GP, LLC, its General Partner

By:		/s/ David Collier
Name: David Collier
Title: Manager

CMEA VENTURES VII (PARALLEL), L.P.

By:		CMEA Ventures VII GP, L.P., its General Partner
By:		CMEA Ventures VII GP, LLC, its General Partner

By:		/s/ David Collier
Name: David Collier
Title: Manager

CMEA VENTURES VII GP, L.P.

By:		CMEA Ventures VII GP, LLC, its General Partner

By:		/s/ David Collier
Name: David Collier
Title: Manager

CMEA VENTURES VII GP, LLC

By:		/s/ David Collier
Name: David Collier
Title: Manager

[Signatures Continue on Next Page]


CUSIP No. 89385X105		Page 15 of 15

/s/ David Collier

David J. Collier

/s/ Faysal A. Sohail

Faysal A. Sohail

/s/ James F. Watson

James F. Watson