-----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, EG1YkkdvRToYNoL7g/1WnFUzUapgBuQseY+gSwQgIpdXQJr01H6oBUeJozYVP3Pb 3JS6iRje67FHI0jpDFV4gg== 0000950123-10-108970.txt : 20101126 0000950123-10-108970.hdr.sgml : 20101125 20101126153100 ACCESSION NUMBER: 0000950123-10-108970 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101126 DATE AS OF CHANGE: 20101126 GROUP MEMBERS: GROUP OUTCOME INVESTORS I, LLC GROUP MEMBERS: KENNETH RAININ ADMINISTRATIVE TRUST U/D/T 3/29/90 GROUP MEMBERS: LISA STOCKMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Stockman Robert Bernard CENTRAL INDEX KEY: 0001404726 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: SUITE 4 LEVEL 46 2 PARK STREET CITY: SIDNEY STATE: C3 ZIP: 2000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REVA Medical, Inc. CENTRAL INDEX KEY: 0001496268 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 330810505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85775 FILM NUMBER: 101216949 BUSINESS ADDRESS: STREET 1: 5751 COPLEY DRIVE, SUITE B CITY: SAN DIEGO STATE: CA ZIP: 92111 BUSINESS PHONE: (858) 966-3000 MAIL ADDRESS: STREET 1: 5751 COPLEY DRIVE, SUITE B CITY: SAN DIEGO STATE: CA ZIP: 92111 SC 13G 1 a57910sc13g.htm SC 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 

SCHEDULE 13G

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

REVA Medical, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
76133E 109
(CUSIP Number)
November 15, 2010
(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)

     þ 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 disclosures provided in a prior cover page.

The information required on 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.
 
76133E 109 
 

 

           
1.   NAMES OF REPORTING PERSONS

Robert Stockman
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5.   SOLE VOTING POWER
     
NUMBER OF   286,605 (1)(2)
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,454,035 (1)(3)
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   286,605 (1)(2)
       
WITH 8.   SHARED DISPOSITIVE POWER
     
    2,454,035 (1)(3)
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,740,640 (1)(2)
     
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  11.0%(1)(4)
     
12.   TYPE OF REPORTING PERSON
   
  IN
(1) Assumes conversion of all shares of the Company’s preferred stock and convertible notes into shares of common stock which will occur immediately prior to, but contingent upon, the consummation of the Company’s initial public offering and exercise of all outstanding warrants which the warrant holders have elected to exercise immediately prior to, but contingent upon, the consummation of the Company’s initial public offering.
(2) Includes 223,941 shares held by his spouse Lisa Stockman.
(3) Includes 1,354,248 shares of common stock 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 beneficiaries of the trusts are dependents of Robert Stockman, the Company’s Chairman of the Board and Chief Executive Officer, and for Schedule 13G purposes, we have reported the full beneficial ownership of Group Outcome Investors I, LLC under Mr. Stockman’s shared beneficial ownership. Also includes 1,099,787 shares of common stock held by Kenneth Rainin Trust U/D/T Dated 3/26/1990. Mr. Stockman, along with Jennifer Rainin, is the trustee of the Kenneth Rainin Administrative Trust U/D/T Dated 3/26/1990 and has shared voting and dispositive power with respect to these shares. Mr. Stockman disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(4) Percent of class represented is based upon 24,830,636 shares of the Company’s common stock outstanding on September 30, 2010, assuming the conversion of all shares of preferred stock and convertible notes of the Company and the exercise of all warrants.

(Page 2 of 9 Pages)


 

                     
CUSIP No.
 
76133E 109 
 

 

           
1.   NAMES OF REPORTING PERSONS

Group Outcome Investors I, LLC
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5.   SOLE VOTING POWER
     
NUMBER OF   1,354,248 (1)
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,354,248 (1)
       
WITH 8.   SHARED DISPOSITIVE POWER
     
    -0-
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,354,248 (1)
     
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.5%(1)(2)
     
12.   TYPE OF REPORTING PERSON
   
  OO
(1) Assumes conversion of all shares of the Company’s preferred stock and convertible notes into shares of common stock which will occur immediately prior to, but contingent upon, the consummation of the Company’s initial public offering and exercise of all outstanding warrants which the warrant holders have elected to exercise immediately prior to, but contingent upon, the consummation of the Company’s initial public offering.
(2) Percent of class represented is based upon 24,830,636 shares of the Company’s common stock outstanding on September 30, 2010, assuming the conversion of all shares of preferred stock and convertible notes of the Company and the exercise of all warrants.

(Page 3 of 9 Pages)


 

                     
CUSIP No.
 
76133E 109 
 

 

           
1.   NAMES OF REPORTING PERSONS

Lisa Stockman
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5.   SOLE VOTING POWER
     
NUMBER OF   223,941 (1)
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   223,941 (1)
       
WITH 8.   SHARED DISPOSITIVE POWER
     
    -0-
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  223,941 (1)
     
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.9%(1)(2)
     
12.   TYPE OF REPORTING PERSON
   
  IN
(1) Assumes conversion of all shares of the Company’s preferred stock and convertible notes into shares of common stock which will occur immediately prior to, but contingent upon, the consummation of the Company’s initial public offering and exercise of all outstanding warrants which the warrant holders have elected to exercise immediately prior to, but contingent upon, the consummation of the Company’s initial public offering.
(2) Percent of class represented is based upon 24,830,636 shares of the Company’s common stock outstanding on September 30, 2010, assuming the conversion of all shares of preferred stock and convertible notes of the Company and the exercise of all warrants.

(Page 4 of 9 Pages)


 

                     
CUSIP No.
 
76133E 109 
 

 

           
1.   NAMES OF REPORTING PERSONS

Kenneth Rainin Administrative Trust U/D/T 3/29/90
   
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5.   SOLE VOTING POWER
     
NUMBER OF   1,099,787 (1)
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,099,787 (1)
       
WITH 8.   SHARED DISPOSITIVE POWER
     
    -0-
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,099,787 (1)
     
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  4.4%(1)(2)
     
12.   TYPE OF REPORTING PERSON
   
  IN
(1) Assumes conversion of all shares of the Company’s preferred stock and convertible notes into shares of common stock which will occur immediately prior to, but contingent upon, the consummation of the Company’s initial public offering and exercise of all outstanding warrants which the warrant holders have elected to exercise immediately prior to, but contingent upon, the consummation of the Company’s initial public offering.
(2) Percent of class represented is based upon 24,830,636 shares of the Company’s common stock outstanding on September 30, 2010, assuming the conversion of all shares of preferred stock and convertible notes of the Company and the exercise of all warrants.

(Page 5 of 9 Pages)


 

                     
CUSIP No.
 
76133E 109 
 
     
Item 1(a).
  Name of Issuer:
 
   
 
  REVA Medical, Inc.
 
   
Item 1(b).
  Address of Issuer’s Principal Executive Office:
 
   
 
  REVA Medical, Inc.
 
  5751 Copley Drive, Suite B
 
  San Diego, CA 92111
 
   
Item 2(a).
  Name of Persons Filing:
 
   
 
  Robert Stockman
 
   
 
  Group Outcome Investors I, LLC
 
   
 
  Lisa Stockman
 
   
 
  Kenneth Rainin Administrative Trust U/D/T 3/29/90
 
   
Item 2(b).
  Address of Principal Business Office of Persons Filing:
 
   
 
  Robert and Lisa Stockman:
 
   
 
  c/o REVA Medical, Inc.
 
  5751 Copley Drive, Suite B
 
  San Diego, CA 92111
 
   
 
  Group Outcome Investors I, LLC:
 
   
 
  17 Hulfish Street, Suite 240,
 
  Princeton, NJ 08542
 
   
 
  Kenneth Rainin Administrative Trust U/D/T 3/29/90:
 
   
 
  c/o Jennifer Rainin
 
  One Kaiser Plaza, Suite 1675
 
  Oakland, CA 94612
 
   
Item 2(c).
  Citizenship of Place of Organization of Persons Filing:
 
   
 
  United States
 
   
Item 2(d).
  Title of Class of Securities:
 
   
 
  Common Stock, $0.0001 par value
 
   
Item 2(e).
  CUSIP Number:
 
   
 
  76133E 109
 
   
Item 3.
  If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(Page 6 of 9 Pages)


 

                     
CUSIP No.
 
76133E 109 
 
     
 
  Not applicable.
 
   
Item 4.
  Ownership.
 
   
 
  Based upon information set forth in the Company’s 424(b)(4) prospectus filed with the Securities and Exchange Commission on November 15, 2010, there were 24,830,636 shares of the Company’s common stock outstanding on September 30, 2010, assuming the conversion of all shares of preferred stock of the Company and convertible notes and the exercise of all warrants. The ownership percentages stated below are based upon this amount of outstanding shares.
 
   
 
  Robert Stockman, the Chief Executive Officer and Director of the Company, is the trustee of the Kenneth Rainin Trust U/D/T Dated 3/26/1990 and has shared voting and dispositive power with respect to the 1,099,787 shares of common stock held by the trust. 1,354,248 of the shares of common stock reported are 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 beneficiaries of the trusts are dependents of Robert Stockman, the Company’s Chairman of the Board and Chief Executive Officer, and for Schedule 13G purposes, we have reported the full beneficial ownership of Group Outcome Investors I, LLC under Mr. Stockman’s shared beneficial ownership. Mr. Stockman also has voting and dispositive power over the 223,941 shares of common stock held in the name of his wife, Lisa Stockman.
 
   
(a)
  Amount beneficially owned by Robert Stockman: 2,740,640 shares
 
   
 
  Amount beneficially owned by Group Outcome Investors I, LLC: 1,354,248 shares
 
   
 
  Amount beneficially owned by Lisa Stockman: 223,941 shares
 
   
 
  Amount beneficialy owned by Kenneth Rainin Trust U/D/T Dated 3/26/1990:
 
  1,099,787 shares
 
   
(b)
  Percent of class owned by Robert Stockman: 11.0%
 
   
 
  Percent of class owned by Group Outcome Investors I, LLC: 5.5%
 
   
 
  Percent of class owned by Lisa Stockman: 0.9%
 
   
 
  Percent of class owned by Kenneth Rainin Trust U/D/T Dated 3/26/1990: 4.4%
 
   
(c)
  Number of shares as to which Robert Stockman has:
 
   
 
       (i) Sole power to vote or to direct the vote: 286,605
 
   
 
       (ii) Shared power to vote or to direct the vote: 2,454,035
 
   
 
       (iii) Sole power to dispose or to direct the disposition of: 286,605
 
   
 
       (iv) Shared power to dispose or to direct the disposition of: 2,454,035
 
   
 
  Number of shares as to which Group Outcome Investors I, LLC has:
 
   
 
       (i) Sole power to vote or to direct the vote: 1,354,248

(Page 7 of 9 Pages)


 

                     
CUSIP No.
 
76133E 109 
 
     
 
       (ii) Shared power to vote or to direct the vote: 0
 
   
 
       (iii) Sole power to dispose or to direct the disposition of: 1,354,248
 
   
 
       (iv) Shared power to dispose or to direct the disposition of : 0
 
   
 
  Number of shares as to which Lisa Stockman has:
 
   
 
       (i) Sole power to vote or to direct the vote: 223,941
 
   
 
       (ii) Shared power to vote or to direct the vote: 0
 
   
 
       (iii) Sole power to dispose or to direct the disposition of: 223,941
 
   
 
       (iv) Shared power to dispose or to direct the disposition of : 0
 
   
 
  Number of shares as to which Kenneth Rainin Trust U/D/T Dated 3/26/1990 has:
 
   
 
       (i) Sole power to vote or to direct the vote: 1,099,787
 
   
 
       (ii) Shared power to vote or to direct the vote: 0
 
   
 
       (iii) Sole power to dispose or to direct the disposition of: 1,099,787
 
   
 
       (iv) Shared power to dispose or to direct the disposition of : 0
 
   
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
 
   
Item 9.
  Notice of Dissolution of Group.
 
   
 
  Not Applicable
 
   
Item 10.
  Certification.
 
   
 
  By signing below the undersigned certifies that, to the best of their respective 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.

(Page 8 of 9 Pages)


 

                     
CUSIP No.
 
76133E 109 
 
Signature
     After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
     
Date: November 26, 2010  /s/Robert Stockman  
  Robert Stockman   
       
 
     
  /s/Lisa Stockman   
  Lisa Stockman   
       
 
 
Group Outcome Investors I, LLC
 
 
  By:   /s/ Robert Stockman  
    Name:   Robert Stockman  
    Title:   Managing Member  
 
 
Kenneth Rainin Administrative Trust U/D/T 3/29/90
 
 
  By:   /s/ Robert Stockman  
    Name:   Robert Stockman  
    Title:   Trustee  
 
  By:   /s/ Jennifer Rainin  
    Name:   Jennifer Rainin  
    Title:   Trustee  

(Page 9 of 9 Pages)

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