0001387131-15-002718.txt : 20150910 0001387131-15-002718.hdr.sgml : 20150910 20150910172642 ACCESSION NUMBER: 0001387131-15-002718 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150910 DATE AS OF CHANGE: 20150910 GROUP MEMBERS: MATHEW P. ARENS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TearLab Corp CENTRAL INDEX KEY: 0001299139 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 593434771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80736 FILM NUMBER: 151101861 BUSINESS ADDRESS: STREET 1: 9980 HUENNEKENS ST. STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-794-1400 MAIL ADDRESS: STREET 1: 9980 HUENNEKENS ST. STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: OccuLogix, Inc. DATE OF NAME CHANGE: 20040730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: First Light Asset Management, LLC CENTRAL INDEX KEY: 0001600004 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3300 EDINBOROUGH WAY STREET 2: SUITE 201 CITY: EDINA STATE: MN ZIP: 55435 BUSINESS PHONE: 952-831-6500 MAIL ADDRESS: STREET 1: 3300 EDINBOROUGH WAY STREET 2: SUITE 201 CITY: EDINA STATE: MN ZIP: 55435 SC 13G 1 flam-sc13g_083115.htm REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

 
TearLab Corporation

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

878193101

(CUSIP Number)

 

August 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:

  Rule 13d-1(b)
     
  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 . 878193101   Page 2 of 7

 

1

NAME OF REPORTING PERSONS
Mathew P. Arens

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United State of America

 

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING POWER

207,600

 
6

SHARED VOTING POWER

3,650,447

 
7

SOLE DISPOSITIVE POWER

207,600

 
8

SHARED DISPOSITIVE POWER

3,650,447

 
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,858,047

 
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

11.4%

 
12

TYPE OF REPORTING PERSON

IN

 
         

 

 

 

 
 

 

CUSIP No . 878193101   Page 3 of 7

 

1

NAME OF REPORTING PERSONS
First Light Asset Management, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

46-3521994

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3 SEC USE ONLY  
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
 

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING POWER

0

 
6

SHARED VOTING POWER

3,650,447

 
7

SOLE DISPOSITIVE POWER

0

 
8

SHARED DISPOSITIVE POWER

3,650,447

 
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,650,447

 
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.8%

 
12

TYPE OF REPORTING PERSON

IA

 
         

 

 
 

 

CUSIP No. 878193101   Page 4 of 7

 

Item 1(a).   Name of Issuer:
    TearLab Corporation
     
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
    9980 Huennekens Street, Suite 100, San Diego, CA 92121
     
     
     
Item 2(a).   Name of Person Filing:
    Mathew P. Arens
   

First Light Asset Management, LLC (“First Light”)

 

First Light is deemed to be the beneficial owner of the Issuer’s shares reflected in Item 4 below by virtue of the fact that it acts as investment adviser to certain persons, each of whom has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, those shares. Mr. Arens is also deemed to be the beneficial owner of these shares because of his position as managing member and majority owner of First Light, and also due to his direct ownership of additional shares of the Issuer in his individual capacity.

     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
    3300 Edinborough Way, Suite 201, Edina, MN 55435
     
     
     
Item 2(c).   Citizenship:
    Mathew P. Arens – United States citizen
    First Light – Delaware limited liability company
     
Item 2(d).   Title of Class of Securities:
    Common Stock, $0.001 par value
     
     
Item 2(e).   CUSIP Number:
    878193101
     
     
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);

 

 
 

 

CUSIP No . 878193101   Page 5 of 7

 

  (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) A parent holding company or control person in accordance with §240.13d-1(b)(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 (15 U.S.C. 80a-3);
       
  (j) Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
Item 4. Ownership.
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
  (a) Amount beneficially owned:
    Mathew P. Arens – 3,858,047
    First Light – 3,650,447
     
  (b) Percent of class:
    Mathew P. Arens – 11.4%
    First Light – 10.8%
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
      Mathew P. Arens – 207,600  
      First Light – 0
       
    (ii) Shared power to vote or to direct the vote
      Mathew P. Arens – 3,650,447
      First Light – 3,650,447
       
    (iii) Sole power to dispose or to direct the disposition of
      Mathew P. Arens – 207,600
      First Light – 0
       
    (iv) Shared power to dispose or to direct the disposition of
      Mathew P. Arens – 3,650,447
      First Light – 3,650,447

 

 

 
 

 

CUSIP No . 878193101   Page 6 of 7

 

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.
  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 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.

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.

  Date: September 10, 2015
     
  Signature: /s/ Mathew P. Arens
  Name: Mathew P. Arens
     
  FIRST LIGHT ASSET MANAGEMENT, LLC
     
  Date: September 10, 2015
     
  By: /s/ Brett T. Johnson
  Name: Brett T. Johnson
  Title: Member, Senior Research Analyst, & Chief Compliance Officer

 

 
 

 

CUSIP No . 878193101   Page 7 of 7

 

Exhibit A

JOINT FILING AGREEMENT

 

 

The Undersigned agree that the statement on Schedule 13G with respect to the common stock of TearLab Corporation, dated as of September 10, 2015, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(K) under the Securities Exchange Act of 1934, as amended.

 

 

  Signature: /s/ Mathew P. Arens
  Name: Mathew P. Arens
     
  FIRST LIGHT ASSET MANAGEMENT, LLC
     
  By:  /s/ Brett T. Johnson
  Name: Brett T. Johnson
  Title: Member, Senior Research Analyst, and Chief Compliance Officer