-----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, N/63RTXXHDbldGHhQhHMV+uTu673Ni2JlZQaqvsveMEJGURafGN6h+wGqOb7STQf MlWqHavm7h6Wb9XCGPqYBA== 0001104659-05-005824.txt : 20050211 0001104659-05-005824.hdr.sgml : 20050211 20050211163132 ACCESSION NUMBER: 0001104659-05-005824 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: DAVID L. ANDERSON GROUP MEMBERS: G. LEONARD BAKER, JR. GROUP MEMBERS: GREGORY P. SANDS GROUP MEMBERS: JAMES C. GAITHER GROUP MEMBERS: JAMES N. WHITE GROUP MEMBERS: JEFFREY W. BIRD GROUP MEMBERS: SUTTER HILL ENTREPRENEURS FUND (AI), LP GROUP MEMBERS: SUTTER HILL ENTREPRENEURS FUND (QP), LP GROUP MEMBERS: TENCH COXE GROUP MEMBERS: WILLIAM H. YOUNGER, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OMNICELL INC /CA/ CENTRAL INDEX KEY: 0000926326 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 943166458 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77982 FILM NUMBER: 05599167 BUSINESS ADDRESS: STREET 1: 1101 EAST MEADOW DR CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 6502516100 MAIL ADDRESS: STREET 1: 1101 EAST MEADOW DR CITY: PALO ALTO STATE: CA ZIP: 94303 FORMER COMPANY: FORMER CONFORMED NAME: OMNICELL COM /CA/ DATE OF NAME CHANGE: 20000419 FORMER COMPANY: FORMER CONFORMED NAME: OMNICELL TECHNOLOGIES INC DATE OF NAME CHANGE: 19960807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUTTER HILL VENTURES CENTRAL INDEX KEY: 0000879051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 755 PAGE MILL RD STREET 2: SUITE A200 CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4154935600 MAIL ADDRESS: STREET 1: 755 PAGE MILL RD STREET 2: SUITE A200 CITY: PALO ALTO STATE: CA ZIP: 94304 SC 13G/A 1 a05-3249_2sc13ga.htm SC 13G/A

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No.
  3)*

 

Omnicell, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

68213N 10 9

(CUSIP Number)

 

December 31, 2004

(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)

o

Rule 13d-1(c)

ý

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.  68213N 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sutter Hill Ventures, A California Limited Partnership  77-0287059

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
625,750

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
625,750

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
625,750

 

 

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)
2.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sutter Hill Entrepreneurs Fund (AI), L.P.   94-3338942

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
16,326

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
16,326

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,326

 

 

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)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sutter Hill Entrepreneurs Fund (QP), L.P.   94-3338941

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
41,344

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
41,344

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,344

 

 

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)
0.2%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David L. Anderson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
454,236*

 

6.

Shared Voting Power 
683,420**

 

7.

Sole Dispositive Power 
454,236*

 

8.

Shared Dispositive Power
683,420**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,137,656

 

 

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)
4.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

 

Includes 267,015 shares held in The Anderson Living Trust of which the reporting person is the trustee, 75,241 shares held by Anvest, L.P. of which the reporting person is the General Partner and 111,980 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trusts' and the partnership's shares except as to the reporting person's pecuniary interest in the trusts and the partnership.

 

 

 

**

 

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships' shares except as to the reporting person's pecuniary interest in the partnerships.

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
G. Leonard Baker, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
533,452*

 

6.

Shared Voting Power 
683,420**

 

7.

Sole Dispositive Power 
533,452*

 

8.

Shared Dispositive Power
683,420**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,216,872

 

 

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)
4.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

 

Includes 150,710 shares held in The Baker Revocable Trust of which the reporting person is a trustee and 125,080 shares held by Saunders Holdings, L.P. of which the reporting person is a General Partner. The reporting person disclaims beneficial ownership of the trust’s and the partnership's shares except as to the reporting person's pecuniary interest in the trust and the partnership.

 

 

 

**

 

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships' shares except as to the reporting person's pecuniary interest in the partnerships.

 

6



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
William H. Younger, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
614,047*

 

6.

Shared Voting Power 
683,420**

 

7.

Sole Dispositive Power 
614,047*

 

8.

Shared Dispositive Power
683,420**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,297,467

 

 

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)
5.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

 

Includes 229,497 shares held in The Younger Living Trust of which the reporting person is a trustee, 203,411 shares held by a retirement trust for the benefit of the reporting person, 9,375 shares from an exercise of director’s option and 60,313 shares of director’s options vested as of 3/1/2005. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person's pecuniary interest in the trusts.

 

 

 

**

 

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships' shares except as to the reporting person's pecuniary interest in the partnerships.

 

7



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tench Coxe

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
236,781*

 

6.

Shared Voting Power 
683,420**

 

7.

Sole Dispositive Power 
236,781*

 

8.

Shared Dispositive Power
683,420**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
920,201

 

 

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)
3.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

 

Includes 150,882 shares held in The Coxe Revocable Trust of which the reporting person is a trustee, 34,463 shares held by The Tamerlane Charitable Remainder Unitrust of which the reporting person is the trustee and 15,494 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trusts' shares except as to the reporting person's pecuniary interest in the trusts.

 

 

 

**

 

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships' shares except as to the reporting person's pecuniary interest in the partnerships.

 

8



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gregory P. Sands

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
17,942*

 

6.

Shared Voting Power 
683,420**

 

7.

Sole Dispositive Power 
17,942*

 

8.

Shared Dispositive Power
683,420**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
701,362

 

 

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)
2.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

 

Includes 17,942 shares held in the Gregory P. Sands Charitable Remainder Unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the trust's shares except as to the reporting person's pecuniary interest in the trust.

**

 

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships' shares except as to the reporting person's pecuniary interest in the partnerships.

 

9



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James C. Gaither

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
14,483

 

6.

Shared Voting Power 
683,420**

 

7.

Sole Dispositive Power 
14,483

 

8.

Shared Dispositive Power
683,420**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
697,903

 

 

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)
2.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


**

 

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships' shares except as to the reporting person's pecuniary interest in the partnerships.

 

10



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James N. White

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
683,420**

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
683,420**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
683,420

 

 

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)
2.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


**

 

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships' shares except as to the reporting person's pecuniary interest in the partnerships.

 

11



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jeffrey W. Bird

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
7,632*

 

6.

Shared Voting Power 
683,420**

 

7.

Sole Dispositive Power 
7,632*

 

8.

Shared Dispositive Power
683,420**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
691,052

 

 

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)
2.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*

 

Includes 7,632 shares held in Jeffrey W. and Christina R. Bird Trust Agreement of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of the trust’s shares except as to the reporting person’s pecuniary interest in the trust.

**

 

Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships' shares except as to the reporting person's pecuniary interest in the partnerships.

 

12



 

Item 1.

 

(a)

Name of Issuer
Omnicell, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
1201 Charleston Road, Mountain View, CA 94043-1337

 

Item 2.

 

(a)

Name of Person Filing
Exhibit A is hereby incorporated by reference

 

(b)

Address of Principal Business Office or, if none, Residence
See Exhibit A

 

(c)

Citizenship
See Exhibit A

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
68213N 10 9

 

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

N/A

 

 

13



 

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:   

See Exhibit A which is hereby incorporated by reference and related pages 2 to 12

 

(b)

Percent of class:   

See Exhibit A which is hereby incorporated by reference and related pages 2 to 12

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

***

 

 

(ii)

Shared power to vote or to direct the vote    

***

 

 

(iii)

Sole power to dispose or to direct the disposition of   

***

 

 

(iv)

Shared power to dispose or to direct the disposition of   

***

 


***

 

See Exhibit A which is hereby incorporated by reference and related pages 2 to 12. Messrs. Anderson, Baker, Younger, Coxe, Sands, Gaither, White and Bird are Managing Directors of the General Partner of Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., and as such share the voting and disposition powers over the shares held by the partnerships.

 

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   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

 

Item 8.

Identification and Classification of Members of the Group

See Exhibit A

 

Item 9.

Notice of Dissolution of Group

N/A

 

Item 10.

Certification

N/A

 

 

14



 

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.

 

 

 

2/11/2005

 

Date

 

 

 

Sutter Hill Ventures, A California Limited Partnership

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

William H. Younger, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

Sutter Hill Entrepreneurs Fund (AI), L.P.

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

William H. Younger, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

Sutter Hill Entrepreneurs Fund (QP), L.P.

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

William H. Younger, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

/s/ David L. Anderson

 

Signature

 

 

 

/s/ G. Leonard Baker, Jr.

 

Signature

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

/s/ Tench Coxe

 

Signature

 

 

 

/s/ Gregory P. Sands

 

Signature

 

 

 

/s/ James C. Gaither

 

Signature

 

 

 

/s/ James N. White

 

Signature

 

 

 

/s/ Jeffrey W. Bird

 

Signature

 

15



 

EXHIBIT A TO SCHEDULE 13G - OMNICELL, INC.

 

 

 

Aggregate Number of
Shares Beneficially Owned

 

% of
Total Shares

 

Name of Originator

 

Individual

 

Aggregate

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Ventures, A California Limited Partnership

 

625,750

 

 

 

2.5

%

 

 

 

 

 

 

 

 

Sutter Hill Entrepreneurs Fund (AI), L.P.

 

16,326

 

 

 

0.1

%

 

 

 

 

 

 

 

 

Sutter Hill Entrepreneurs Fund (QP), L.P.

 

41,344

 

 

 

0.2

%

 

 

 

 

 

 

 

 

David L. Anderson

 

454,236

Note 2

 

 

1.8

%

 

 

 

 

1,137,656

Note 1

4.5

%

 

 

 

 

 

 

 

 

G. Leonard Baker, Jr.

 

533,452

Note 3

 

 

2.1

%

 

 

 

 

1,216,872

Note 1

4.8

%

 

 

 

 

 

 

 

 

William H. Younger, Jr.

 

614,047

Note 4

 

 

2.4

%

 

 

 

 

1,297,467

Note 1

5.1

%

 

 

 

 

 

 

 

 

Tench Coxe

 

236,781

Note 5

 

 

0.9

%

 

 

 

 

920,201

Note 1

3.6

%

 

 

 

 

 

 

 

 

Gregory P. Sands

 

17,942

Note 6

 

 

0.1

%

 

 

 

 

701,362

Note 1

2.8

%

 

 

 

 

 

 

 

 

James C. Gaither

 

14,483

 

 

 

0.1

%

 

 

 

 

697,903

Note 1

2.7

%

 

 

 

 

 

 

 

 

James N. White

 

0

 

 

 

0.0

%

 

 

 

 

683,420

Note 1

2.7

%

 

 

 

 

 

 

 

 

Jeffrey W. Bird

 

7,632

Note 7

 

 

0.0

%

 

 

 

 

691,052

Note 1

2.7

%

 

The address for all of the above is:  755 Page Mill Road, Suite A-200, Palo Alto, CA  94304

 

The partnerships are organized in California. The individuals are all U.S. citizens and residents.

 

None of the above has been convicted in any criminal proceedings nor have they been subject to judgments,

decrees, or final orders enjoining future violations of Federal or State securities laws.

 

All of the parties are individuals or entities in the venture capital business.

 


Note 1:  Includes individual shares plus all shares held by the following partnerships in which the reporting person is a Managing Director of the General Partner: Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.The reporting person disclaims beneficial ownership of these partnerships' shares except as to the reporting person's pecuniary interest in the partnerships.

 

Note 2:  Includes 267,015 shares held in The Anderson Living Trust of which the reporting person is the trustee, 75,241 shares held by Anvest, L.P. of which the reporting person is the General Partner and 111,980 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trusts' and the partnership's shares except as to the reporting person's pecuniary interest in the trusts and the partnership.

 

Note 3: Includes 150,710 shares held in The Baker Revocable Trust of which the reporting person is a trustee and 125,080 shares held by Saunders Holdings, L.P. of which the reporting person is a General Partner.  The reporting person disclaims beneficial ownership of the trust’s and the partnership's shares except as to the reporting person's pecuniary interest in the trust and the partnership.

 

Note 4:  Includes 229,497 shares held in The Younger Living Trust of which the reporting person is a trustee, 203,411 shares held by a retirement trust for the benefit of the reporting person, 9,375 shares from an exercise of director's option and 60,313 shares of director's options vested as of 3/1/2005. The reporting person disclaims beneficial ownership of the trusts' shares except as to the reporting person's pecuniary interest in the trusts.

 

Note 5:  Includes 150,882 shares held in The Coxe Revocable Trust of which the reporting person is a trustee, 34,463 shares held by The Tamerlane Charitable Remainder Unitrust of which the reporting person is the trustee and 15,494 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trusts' shares except as to the reporting person's pecuniary interest in the trusts.

 

Note 6: Includes 17,942 shares held in the Gregory P. Sands Charitable Remainder Unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the trust's shares except as to the reporting person's pecuniary interest in the trust.

 

Note 7: Includes 7,632 shares held in Jeffrey W. and Christina R. Bird Trust Agreement of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of the trust's shares except as to the reporting person's pecuniary interest in the trust.

 

16


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