0000950142-16-002994.txt : 20160205 0000950142-16-002994.hdr.sgml : 20160205 20160205162408 ACCESSION NUMBER: 0000950142-16-002994 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160205 DATE AS OF CHANGE: 20160205 GROUP MEMBERS: AISLING CAPITAL III, LP GROUP MEMBERS: AISLING CAPITAL PARTNERS III LLC GROUP MEMBERS: AISLING CAPITAL PARTNERS III, LP GROUP MEMBERS: ANDREW SCHIFF GROUP MEMBERS: DENNIS PURCELL GROUP MEMBERS: STEVE ELMS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lombard Medical, Inc. CENTRAL INDEX KEY: 0001597426 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88129 FILM NUMBER: 161392540 BUSINESS ADDRESS: STREET 1: LOMBARD MEDICAL HOUSE STREET 2: 4 TRIDENT PARK, BASIL HILL ROAD CITY: DIDCOT, OXFORDSHIRE STATE: X0 ZIP: OX11 7HJ BUSINESS PHONE: 1 345 949 1040 MAIL ADDRESS: STREET 1: CODAN TRUST COMPANY (CAYMAN) LIMITED STREET 2: CRICKET SQUARE, HUTCHINS DRIVE CITY: PO BOX 2681, GRAND CAYMAN STATE: E9 ZIP: KY1-1111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AISLING CAPITAL III LP CENTRAL INDEX KEY: 0001444717 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 Seventh Avenue, 30th Fl CITY: New York STATE: NY ZIP: 10106 BUSINESS PHONE: 212-651-6380 MAIL ADDRESS: STREET 1: 888 Seventh Avenue, 30th Fl CITY: New York STATE: NY ZIP: 10106 SC 13G/A 1 eh1600257_13ga1-lombard.htm AMENDMENT NO. 1 eh1400859_13g-lombard.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*


Lombard Medical, Inc.
(Name of Issuer)
 
Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)
 
KYG555981094
(CUSIP Number)
 
December 31, 2015
(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 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. KYG555981094
SCHEDULE 13G
Page 2 of 13
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital III, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
886,363
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
886,363
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
886,363 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.5%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 

 
CUSIP No. KYG555981094
SCHEDULE 13G
Page 3 of 13
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
886,363
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
886,363
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
886,363 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.5%
 
12
TYPE OF REPORTING PERSON
 
PN
 

 

 
CUSIP No. KYG555981094
SCHEDULE 13G
Page 4 of 13
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
886,363
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
886,363
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
886,363 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.5%
 
12
TYPE OF REPORTING PERSON
 
OO
 

 

 
CUSIP No. KYG555981094
SCHEDULE 13G
Page 5 of 13
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steve Elms
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
886,363
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
886,363
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
886,363 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.5%
 
12
TYPE OF REPORTING PERSON
 
IN
 
 


 
CUSIP No. KYG555981094
SCHEDULE 13G
Page 6 of 13
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Dennis Purcell
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
886,363
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
886,363
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
886,363 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.5%
 
12
TYPE OF REPORTING PERSON
 
IN
 
 

 
CUSIP No. KYG555981094
SCHEDULE 13G
Page 7 of 13
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Andrew Schiff
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
886,363
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
886,363
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
886,363 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.5%
 
12
TYPE OF REPORTING PERSON
 
IN
 
 

 
CUSIP No. KYG555981094
SCHEDULE 13G
Page 8 of 13
 

ITEM 1.
(a)
Name of Issuer:
     
   
Lombard Medical, Inc. (the “Issuer”)
     
 
(b)
Address of Issuer’s Principal Executive Offices:
     
   
Lombard Medical House, 4 Trident Park, Didcot, Oxfordshire OX11 7HJ, United Kingdom
   
ITEM 2.
(a)
Name of Person Filing:
 
    This Schedule 13G (this “Statement”) is being filed by the following persons (collectively, the “Reporting Persons”):
 
 
(i)
Aisling Capital III, LP, a Delaware limited partnership (“Aisling”);
 
(ii)
Aisling Capital Partners III, LP, a Delaware limited partnership (“Aisling Partners” and a general partner of Aisling);
 
(iii)
Aisling Capital Partners III LLC, a Delaware limited liability company (“Aisling Partners GP” and a general partner of Aisling Partners);
 
(iv)
Mr. Steve Elms (“Mr. Elms” and a managing member of Aisling Partners GP);
 
(v)
Mr. Dennis Purcell (“Mr. Purcell” and a managing member of Aisling Partners GP); and
 
(vi)
Mr. Andrew Schiff (“Mr. Schiff” and a managing member of Aisling Partners GP).
 
 
(b)
Address of Principal Business Office, or if None, Residence:
     
   
The address of the principal business offices of each of the Reporting Persons is 888 Seventh Avenue, 12th Floor, New York, New York 10106.
     
 
(c)
Citizenship:
 
 
(i)
Aisling — a Delaware limited partnership
 
(ii)
Aisling Partners — a Delaware limited partnership
 
(iii)
Aisling Partners GP — a Delaware limited liability company
 
(iv)
Mr. Elms — United States
 
(v)
Mr. Purcell — United States
 
(vi)
Mr. Schiff — United States
 
 
(d)
Title of Class of Securities:
     
   
Ordinary Shares, par value $0.01 per share (the “Ordinary Shares”).
     
 
(e)
CUSIP Number:
     
   
KYG555981094
 
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:
 
 
(a)
[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
 
(b)
[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
 
(c)
[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
 
(d)
[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
 
(e)
[__]  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
 
(f)
[__]  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 

 
CUSIP No. KYG555981094
SCHEDULE 13G
Page 9 of 13
 
 
 
(g)
[__]  A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
[__]  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
(i)
[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
(j)
[__]  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
[__]  Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
ITEM 4.
OWNERSHIP
   
 
(a)
Amount beneficially owned:
     
   
Each of the Reporting Persons may be deemed to beneficially own an aggregate of 886,363 Ordinary Shares.
     
 
(b)
Percent of class:
     
   
Based on the calculations made in accordance with Rule 13d-3(d), each of the Reporting Persons may be deemed to beneficially own approximately 4.5% of the outstanding Ordinary Shares.
 
All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Statement is based on approximately 19.9 million Ordinary Shares outstanding as reported in the Issuer’s Current Report on Form 6-K filed with the Securities and Exchange Commission by the Issuer on November 4, 2015.
     
 
(c)
Number of shares as to which such person has:
 
   
(i), (iii)
Sole power to vote or to direct the vote/Sole power to dispose of or to direct the disposition of:
       
     
Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 886,363 Ordinary Shares beneficially owned by Aisling.
       
   
(ii), (iv)
Shared power to vote or to direct the vote/Shared power to dispose of or to direct the disposition of:
       
     
By virtue of the relationships between and among the Reporting Persons as described in Item 2, each of Mr. Elms, Mr. Purcell and Mr. Schiff may be deemed to share the power to direct the voting and the disposition of the 886,363 Ordinary Shares beneficially owned by Aisling.
 
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 ☒.
   
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares held for the account of Aisling in accordance with their ownership interests in Aisling.
 
 

 
CUSIP No. KYG555981094
SCHEDULE 13G
Page 10 of 13
 
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
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.
   
 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below each Reporting Person certifies that, to the best of his or its 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 section 240.14a-11.

 
 
 
 
 

 
CUSIP No. KYG555981094
SCHEDULE 13G
Page 11 of 13
 

SIGNATURE
 
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.

Dated:  February 5, 2016

   
AISLING CAPITAL III, LP
 
   
By: Aisling Capital Partners III, LP,
As its General Partner
 
   
By: Aisling Capital Partners III LLC,
As its General Partner
 
   
By: 
 
 
/s/  Dennis Purcell
 
     
Name:  Dennis Purcell
Title:   Managing Member
 

   
AISLING CAPITAL PARTNERS III, LP
 
   
By: Aisling Capital Partners III LLC,
As its General Partner
 
   
By: 
 
 
/s/  Dennis Purcell
 
     
Name:  Dennis Purcell
Title:   Managing Member
 

   
AISLING CAPITAL PARTNERS III LLC
 
   
By: 
 
 
/s/  Dennis Purcell
 
     
Name:  Dennis Purcell
Title:   Managing Member
 

   
STEVE ELMS
 
   
By: 
 
 
/s/  Steve Elms
 
 
 
 

 
CUSIP No. KYG555981094
SCHEDULE 13G
Page 12 of 13
 
 
 
   
DENNIS PURCELL
 
   
By: 
 
 
/s/  Dennis Purcell
 

   
ANDREW SCHIFF
 
   
By: 
 
 
/s/  Andrew Schiff
 
 
 
 
 
 
 
 

 
CUSIP No. KYG555981094
SCHEDULE 13G
Page 13 of 13
 
 
EXHIBIT INDEX

Exhibit 1.
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).