0001012975-11-000247.txt : 20110902 0001012975-11-000247.hdr.sgml : 20110902 20110902175626 ACCESSION NUMBER: 0001012975-11-000247 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110831 FILED AS OF DATE: 20110902 DATE AS OF CHANGE: 20110902 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NxStage Medical, Inc. CENTRAL INDEX KEY: 0001333170 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 043454702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 439 SOUTH UNION STREET STREET 2: 5TH FLOOR CITY: LAWRENCE STATE: MA ZIP: 01843 BUSINESS PHONE: 978-687-4700 MAIL ADDRESS: STREET 1: 439 SOUTH UNION STREET STREET 2: 5TH FLOOR CITY: LAWRENCE STATE: MA ZIP: 01843 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chambon Philippe O. CENTRAL INDEX KEY: 0001192212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51567 FILM NUMBER: 111074385 MAIL ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: CHAMBON PHILIPPE DATE OF NAME CHANGE: 20020924 4 1 edgar.xml PRIMARY DOCUMENT X0304 4 2011-08-31 0001333170 NxStage Medical, Inc. NXTM 0001192212 Chambon Philippe O. C/O NEW LEAF VENTURE PARTNERS 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 1 0 0 0 Common Stock 2011-08-31 4 S 0 57480 18.469 D 2102914 I See footnotes Common Stock 2011-09-01 4 S 0 2085 18.5178 D 2100829 I See footnotes Common Stock 2011-09-01 4 X 0 112862 5.50 A 2213691 I See footnotes Common Stock 2011-09-01 4 S 0 34892 17.792 D 2178799 I See footnotes Warrants (right to buy) 5.50 2011-09-01 4 X 0 112862 0 D 2008-05-22 2013-05-22 Common Stock 112862 85964 I See footnotes See Footnote 1 in Exhibit 99.1 See Footnote 2 in Exhibit 99.1 See Footnote 3 in Exhibit 99.1 See Footnote 4 in Exhibit 99.1 See Footnote 5 in Exhibit 99.1 See Footnote 6 in Exhibit 99.1 See Footnote 7 in Exhibit 99.1 See Footnote 8 in Exhibit 99.1 /s/ Craig L. Slutzkin as Attorney-in-fact for Philippe Chambon 2011-09-02 EX-99 2 attach_1.htm

(1) Dr. Philippe Chambon ("Chambon"), in his capacity as a member of the investment

committees of DLJCC (as defined below) and of DLJLBO (as defined below), may be deemed to

beneficially own the shares as to which this Form 4 relates. Dr. Chambon disclaims beneficial

ownership of such shares except to the extent of his pecuniary interest therein.



Sprout Capital IX, L.P. ("Sprout IX"), Sprout Capital VIII, L.P. ("Sprout VIII"), Sprout

Capital VII, L.P. ("Sprout VII"), Sprout CEO Fund, L.P. ("Sprout CEO"), Sprout Entrepreneurs

Fund, L.P. ("Sprout Entrepreneurs"), Sprout IX Plan Investors, L.P. ("IX Plan"), Sprout Plan

Investors, L.P. ("Plan Investors"), Sprout Venture Capital, L.P. ("Sprout Venture") and DLJ

ESC II, L.P. ("ESC II") are Delaware limited partnerships which make investments for long

term appreciation. DLJ Capital Corporation ("DLJCC"), a Delaware corporation acts as a

venture capital partnership management company. DLJCC is also the general partner of Sprout

CEO, Sprout Entrepreneurs and Sprout Venture. DLJCC is also the managing general partner of

Sprout IX, Sprout VIII, Sprout VII and, as such, is responsible for their day-to-day

management. DLJCC makes all of the investment decisions on behalf of Sprout IX, Sprout VIII,

Sprout VII, Sprout CEO, Sprout Entrepreneurs and Sprout Venture. DLJ Associates IX, L.P.

("Associates IX"), a Delaware limited partnership, is a general partner of Sprout IX and in

accordance with the terms of the relevant partnership agreement, does not participate in

investment decisions made on behalf of Sprout IX. DLJ Capital Associates IX, Inc. ("DLJCA

IX"), a Delaware corporation, is the managing general partner of Associates IX. DLJ

Associates VIII, L.P. ("Associates VIII"), a Delaware limited partnership, is a general

partner of Sprout VIII and in accordance with the terms of the relevant partnership

agreement, does not participate in investment decisions made on behalf of Sprout VIII. DLJ

Capital Associates VIII, Inc. ("DLJCA VIII"), a Delaware corporation, is the managing general

partner of Associates VIII. DLJ Associates VII, L.P. ("Associates VII"), a Delaware limited

partnership, is a general partner of Sprout VII and in accordance with the terms of the

relevant partnership agreement, does not participate in investment decisions made on behalf

of Sprout VII. DLJ Capital Associates VII, Inc. ("DLJCA VII"), a Delaware corporation, is the

managing general partner of Associates VII. Dr. Chambon is a limited partner of Associates

IX, Associates VIII and Associates VII. DLJ LBO Plans Management Corporation II ("DLJLBO"), a

Delaware corporation, is the general partner of IX Plan and Plan Investors and, as such, is

responsible for each of their day-to-day management. DLJLBO makes all of the investment

decisions on behalf of IX Plan and Plan Investors.



(2) Includes  (i) 18,964 shares of Common Stock sold by Sprout ESC II, (ii) 4,477 shares of

common Stock sold by DLJCC, (iii) 2,705 shares of Common Stock sold by Sprout CEO, (iv) 2,643

shares of Common Stock sold by Plan Investors, (v) 17,709 shares of Common Stock sold by

Sprout Venture, (vi) 850 shares of Common Stock sold by Sprout Entrepreneurs and (vii) 10,132

shares of Common Stock sold by IX Plan.



(3) Includes (i) 387,515 shares of Common Stock held directly by Sprout VIII, (ii) 2,598

shares of Common Stock held directly by Sprout CEO, (iii) 23,259 shares of Common Stock held

directly by Plan Investors, (iv) 51,714 shares of Common Stock held directly by Sprout

Venture, (v) 55,379 shares of Common Stock held directly by ESC II, (vi) 1,419,013 shares of

Common Stock held directly by Sprout IX, (vii) 7,481 shares of Common Stock held directly by

Sprout Entrepreneurs, (viii) 89,166 shares of Common Stock held directly by IX Plan, (ix)

13,077 shares of Common Stock held directly by DLJCC and (x)53,712 shares of Common Stock

held directly by Chambon.



(4) Includes  (i) 1,587 shares of Common Stock sold by Sprout CEO and (ii) 498 shares of

Common Stock sold by Sprout Entrepreneurs.



(5) Includes (i) 387,515 shares of Common Stock held directly by Sprout VIII, (ii) 1,011

shares of Common Stock held directly by Sprout CEO, (iii) 23,259 shares of Common Stock held

directly by Plan Investors, (iv) 51,714 shares of Common Stock held directly by Sprout

Venture, (v) 55,379 shares of Common Stock held directly by ESC II, (vi) 1,419,013 shares of

Common Stock held directly by Sprout IX, (vii) 6,983 shares of Common Stock held directly by

Sprout Entrepreneurs, (viii) 89,166 shares of Common Stock held directly by IX Plan, (ix)

13,077 shares of Common Stock held directly by DLJCC and (x)53,712 shares of Common Stock

held directly by Chambon.



(6) Represents (i) 4,694 warrants exercised by DLJCC for 3,242 shares of Common Stock, (ii)

28,774 warrants exercised by Sprout VII for 19,879 shares of Common Stock, (iii) 73,040

warrants exercised by Sprout VIII for 50,461 shares of Common Stock, (iv) 335 warrants

exercised by Sprout CEO for 231 shares of Common Stock, (v) 1,635 warrants exercised by Plan

Investors for 1,129 shares of Common Stock and (vi) 4,384 warrants exercised by Sprout

Venture for 3,028 shares of Common Stock.



(7) Includes (i) 437,976 shares of Common Stock held directly by Sprout VIII, (ii) 1,242

shares of Common Stock held directly by Sprout CEO, (iii) 24,388 shares of Common Stock held

directly by Plan Investors, (iv) 54,742 shares of Common Stock held directly by Sprout

Venture, (v) 55,379 shares of Common Stock held directly by ESC II, (vi) 1,419,013 shares of

Common Stock held directly by Sprout IX, (vii) 6,983 shares of Common Stock held directly by

Sprout Entrepreneurs, (viii) 89,166 shares of Common Stock held directly by IX Plan, (ix)

16,319 shares of Common Stock held directly by DLJCC, (x) 19,879 shares of Common Stock held

directly by Sprout VII and (xi) 53,712 shares of Common Stock held directly by Chambon.



(8) Represents warrants held by Sprout Entrepreneurs, Sprout IX and IX Plan.