SEC FORM 4

SEC Form 4

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^*

SHEPLER ROBERT G

(Last)

(First)

(Middle)

360 POST STREET, SUITE 601

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LDR HOLDING CORP [ LDRH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/15/2013		C		2,136,887	A	⁽¹⁾	2,136,887	I⁽²⁾	See Footnote⁽²⁾
Common Stock	10/15/2013		C		406,148	A	⁽⁶⁾	2,543,035	I⁽²⁾	See Footnote⁽²⁾
Common Stock	10/15/2013		P		41,648	A	$15	2,584,683	I⁽²⁾	See Footnote⁽²⁾
Common Stock	10/15/2013		C		368,145	A	⁽¹⁾	368,145	I⁽³⁾	See Footnote⁽³⁾
Common Stock	10/15/2013		P		7,175	A	$15	375,820	I⁽³⁾	See Footnote⁽³⁾
Common Stock	10/15/2013		C		13,352	A	⁽¹⁾	13,352	I⁽⁴⁾	See Footnote⁽⁴⁾
Common Stock	10/15/2013		C		2,537	A	⁽⁶⁾	15,889	I⁽⁴⁾	See Footnote⁽⁴⁾
Common Stock	10/15/2013		P		260	A	$15	16,149	I⁽⁴⁾	See Footnote⁽⁴⁾
Common Stock	10/15/2013		C		8,939	A	⁽⁶⁾	8,939	I⁽⁵⁾	See Footnote⁽⁵⁾
Common Stock	10/15/2013		C		47,035	A	⁽¹⁾	55,974	I⁽⁵⁾	See Footnote⁽⁵⁾
Common Stock	10/15/2013		P		917	A	$15	56,891	I⁽⁵⁾	See Footnote⁽⁵⁾
Common Stock	10/15/2013		C		69,971	A	⁽⁶⁾	69,971	I⁽⁷⁾	See Footnote⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽¹⁾	10/15/2013		C			2,136,887	⁽¹⁾	⁽¹⁾	Common Stock	2,136,887	$0	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	10/15/2013		C			368,145	⁽¹⁾	⁽¹⁾	Common Stock	368,145	$0	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	10/15/2013		C			13,352	⁽¹⁾	⁽¹⁾	Common Stock	13,352	$0	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	10/15/2013		C			47,035	⁽¹⁾	⁽¹⁾	Common Stock	47,035	$0	0	I	See Footnote⁽⁵⁾
Convertible Notes	⁽⁶⁾	10/15/2013		C			406,148	⁽⁶⁾	04/25/2016⁽⁶⁾	Common Stock	406,148	$0	0	I	See Footnote⁽²⁾
Convertible Notes	⁽⁶⁾	10/15/2013		C			2,537	⁽⁶⁾	04/25/2016⁽⁶⁾	Common Stock	2,537	$0	0	I	See Footnote⁽⁴⁾
Convertible Notes	⁽⁶⁾	10/15/2013		C			8,939	⁽⁶⁾	04/25/2016⁽⁶⁾	Common Stock	8,939	$0	0	I	See Footnote⁽⁵⁾
Convertible Notes	⁽⁶⁾	10/15/2013		C			69,971	⁽⁶⁾	04/25/2016⁽⁶⁾	Common Stock	69,971	$0	0	I	See Footnote⁽⁷⁾

1. Name and Address of Reporting Person^*

SHEPLER ROBERT G

(Last)

(First)

(Middle)

360 POST STREET, SUITE 601

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Raffin Thomas A.

(Last)

(First)

(Middle)

360 POST STREET, SUITE 601

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MACKOWSKI J MATTHEW

(Last)

(First)

(Middle)

360 POST STREET, SUITE 601

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lashkari Deval

(Last)

(First)

(Middle)

360 POST STREET, SUITE 601

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series C Preferred Stock converted into the Issuer's Common Stock on a 6.75 for 1 basis and had no expiration date.

2. Shares held directly by Telegraph Hill Partners II, L.P. ("THP II"). Telegraph Hill Partners II Investment Management, LLC ("THP II IM") is the general partner of THP II. Telegraph Hill Partners Management Company, LLC ("THPMC") is the manager of THP II IM. Robert G. Shepler, J. Matthew Mackowski, Dr. Thomas A. Raffin and Deval Lashkari are each managers of THPMC and may be deemed to have beneficial ownership of the shares held by THP II.

3. Shares held directly by Telegraph Hill Partners SBIC, L.P. ("THP SBIC"). Telegraph Hill Partners SBIC, LLC ("THP SBIC, LLC") is the general partner of THP SBIC. Robert Shepler, Dr. Thomas Raffin, J. Matthew Mackowski and Deval Lashkari are the managers of THP SBIC, LLC and may be deemed to have beneficial ownership of the shares held by THP SBIC.

4. Shares held directly by THP Affiliates Fund, LLC ("THP Affiliates"). Telegraph Hill Partners Investment Management, LLC ("THP IM") the manager of THP Affiliates ("THP Affiliates"). THPMC is the manager of THP IM. Robert G. Shepler, J. Matthew Mackowski, Dr. Thomas A. Raffin and Deval Lashkari are each managers of THPMC and may be deemed to have beneficial ownership of the shares held by THP Affiliates.

5. Shares held directly by THP II Affiliates Fund, LLC ("THP II Affiliates"). THP II IM the manager of THP II Affiliates. THPMC is the manager of both THP II IM. Robert G. Shepler, J. Matthew Mackowski, Dr. Thomas A. Raffin and Deval Lashkari are each managers of THPMC and may be deemed to have beneficial ownership of the shares held by THP II Affiliates.

6. Immediately prior to the closing of the Issuer's initial public offering, the Convertible Notes automatically converted into a number of shares of the Issuer's Common Stock equal to (a) the unpaid principal and accrued but unpaid interest on the Convertible Notes divided by (b) 50% of the price per share of the Issuer's Common Stock sold in the initial public offering.

7. Shares held directly by Telegraph Hill Partners, L.P. ("THP I"). THP IM is the general partner of THP I. THPMC is the manager of THP IM. Robert G. Shepler, J. Matthew Mackowski, Dr. Thomas A. Raffin and Deval Lashkari are each managers of THPMC and may be deemed to have beneficial ownership of the shares held by THP I.

Remarks:

This Form 4 is one of two Forms 4 being filed by individuals or entities affiliated with Telegraph Hill Partners with respect to the Common Stock of LDR Holding Corporation.

	/s/ Denise Cruz for Robert G. Shepler	10/17/2013
	/s/ Denise Cruz for Thomas A. Raffin	10/17/2013
	/s/ Denise Cruz for J. Matthew Mackowski	10/17/2013
	/s/ Denise Cruz for Deval Lashkari	10/17/2013
	** 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).
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