0000947871-15-000134.txt : 20150218 0000947871-15-000134.hdr.sgml : 20150216 20150217170910 ACCESSION NUMBER: 0000947871-15-000134 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: DOMINIQUE SEMON GROUP MEMBERS: MERLIN NEXUS III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WaferGen Bio-systems, Inc. CENTRAL INDEX KEY: 0001368993 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 900416683 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84025 FILM NUMBER: 15624191 BUSINESS ADDRESS: STREET 1: 7400 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: (510) 651-4450 MAIL ADDRESS: STREET 1: 7400 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: La Burbuja Cafe, Inc. DATE OF NAME CHANGE: 20060714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Merlin BioMed Private Equity Advisors, L.L.C. CENTRAL INDEX KEY: 0001429303 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 230 PARK AVE, SUITE 928 CITY: NEW YORK STATE: NY ZIP: 10169 BUSINESS PHONE: 646-227-5270 MAIL ADDRESS: STREET 1: 230 PARK AVE, SUITE 928 CITY: NEW YORK STATE: NY ZIP: 10169 SC 13G/A 1 ss416496_sc13ga.htm AMENDMENT NO. 3

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No 3 )*
 
 
 
Wafergen Bio-systems, Inc
(Name of Issuer)
 
Common Stock, Par Value $0.001
(Title of Class of Securities)
 
93041P100
(CUSIP Number)
 
December 31, 2014
(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)
 
x Rule 13d-1(c)
 
o 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.  93041P100
SCHEDULE 13G
 
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Merlin BioMed Private Equity Advisors, LLC (IRS No. 13-4178606)
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
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
193,730
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
193,730
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
193,730
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.30% (1)
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
(1) This percentage is based upon 5,870,793 shares outstanding as of November 10, 2014, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 12, 2014.

 
 
 
 
CUSIP No. 93041P100
SCHEDULE 13G
 
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Merlin Nexus III, L.P.
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
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
193,730
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
193,730
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
193,730
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.30% (1)
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
(1) This percentage is based upon 5,870,793 shares outstanding as of November 10, 2014, as set forth in the Issuer’s Form 10-Q filed with the SEC on November 12, 2014.
 
 
 
 
 
 
CUSIP No.  93041P100
SCHEDULE 13G
 
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Dominique Sémon
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
193,730
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
193,730
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
193,730
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.30% (1)
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN

(1) This percentage is based upon 5,870,793 shares outstanding as of November 10, 2014, as set forth in the Issuer’s Form 10-Q filed with the SEC on November 12, 2014.
 
 
 
 
 
CUSIP No. 93041P100
SCHEDULE 13G
 
 
 
Item 1
(a).
Name of Issuer:
 
Wafergen Bio-systems, Inc
 
 
(b).
Address of Issuer’s Principal Executive Offices:
 
7400 Paseo Padre Parkway
Fremont, CA  94555
       
Item 2
(a).
Name of Person Filing:
 
This Schedule 13G is being filed by each of the following persons (each, a “Reporting Person” and together, the “Reporting Persons”):
 
 
(i) 
Merlin BioMed Private Equity Advisors, LLC
 
 
(ii) 
Merlin Nexus III, L.P.
 
 
(iii) 
Dominique Sémon
 
See Exhibit B for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.
 
  
(b).
Address of Principal Business Office:
 
424 West 33rd Street, Suite 520
 
New York, NY  10001
       
  
(c).
Citizenship:
 
Merlin BioMed Private Equity Advisors, LLC is a Delaware Limited Liability Company.  Merlin Nexus III, L.P. is a Delaware Limited Partnership.  Dominique Sémon is a citizen of Switzerland.
 
 
  
(d).
Title of Class of Securities:
 
Common Stock, Par Value $0.001 (the “Common Stock”).
       
  
(e).
CUSIP Number:
 
93041P100
 
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.
 
 
 
 
 
 
 
CUSIP No. 93041P100
SCHEDULE 13G
 
Item 4.
Ownership:
 
* See Attachment A.
 
 
(a) 
Amount beneficially owned: 193,730
 
 
(b) 
Percent of class:  3.30%
 
 
(c) 
Number of shares as to which such person has:
 
 
(i) 
Sole power to vote or to direct the vote: -0-
 
 
(ii) 
Shared power to vote or to direct the vote: 193,730
 
 
(iii) 
Sole power to dispose or to direct the disposition of: -0-
 
 
(iv) 
Shared power to dispose or to direct the disposition of: 193,730
 
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.
 
Various other persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from sale of, the securities whose ownership is reported on this Schedule 13G.  No other person’s interest in such securities relates to more than five percent of the class.
 
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.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certifications.
 
By signing below I hereby 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.
 

 
 
 
 
 
CUSIP No. 93041P100
SCHEDULE 13G
 

 
SIGNATURES
 
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.
 
February 17, 2014

 
Merlin Biomed Private Equity Advisors, LLC
   
 
By:
/s/ Dominique Sémon
   
Name: Dominique Sémon
   
Title: Managing Member
 
 
 
Merlin Nexus III, L.P.
   
  By: Merlin Nexus III, LLC, General Partner
     
 
By:
/s/ Dominique Sémon
   
Name: Dominique Sémon
   
Title: Managing Member

 
 
Dominique Sémon
   
 
By:
/s/ Dominique Sémon
   
Name: Dominique Sémon

 
 
 
 
                             
ATTACHMENT A

As of December 31, 2014, Merlin Nexus III, L.P. (“Merlin III”) was the holder of 193,730 shares of Common Stock, par value $0.001 per share of WAGERGEN BIO-SYSTEMS, INC. (“Common Stock”). Merlin BioMed Private Equity Advisors, LLC,  a Delaware limited liability company (“Merlin”) is the investment adviser to Merlin III.  Dominique Semon is the Managing Member of Merlin.  As of December 31, 2014, Merlin III, Merlin and Dominique Semon may be deemed, including by virtue of their mutual affiliation, as sharing voting power and dispositive power, and consequently to be beneficial owners, of the 193,730 shares of Common Stock held by Merlin III, constituting 3.30% of the outstanding shares of Common Stock.  The foregoing percentage is based on 5,870,793 shares of Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2014.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 EX-99.B 2 ss416496_ex99b.htm JOINT FILING AGREEMENT
 
EXHIBIT B
 
JOINT FILING AGREEMENT
 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Common Stock of Wafergen Biosystems, Inc. and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.


IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 17th day of February, 2015.
 
 
Merlin Biomed Private Equity Advisors, LLC
   
 
By:
/s/ Dominique Sémon
   
Name: Dominique Sémon
   
Title: Managing Member
 
 
 
Merlin Nexus III, L.P.
   
  By: Merlin Nexus III, LLC, General Partner
     
 
By:
/s/ Dominique Sémon
   
Name: Dominique Sémon
   
Title: Managing Member
 
 
 
Dominique Sémon
   
 
By:
/s/ Dominique Sémon
   
Name: Dominique Sémon