SC 13G/A

NAME OF REPORTING PERSONS

InterWest Partners IX, LP

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

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

California

0001193125-19-040496.txt : 20190214 0001193125-19-040496.hdr.sgml : 20190214 20190214152302 ACCESSION NUMBER: 0001193125-19-040496 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: ARNOLD L. ORONSKY GROUP MEMBERS: GILBERT H. KLIMAN GROUP MEMBERS: INTERWEST MANAGEMENT PARTNERS IX, LLC GROUP MEMBERS: KHALED A. NASR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Restoration Robotics, Inc. CENTRAL INDEX KEY: 0001409269 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 061681204 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90340 FILM NUMBER: 19605303 BUSINESS ADDRESS: STREET 1: 128 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-883-6888 MAIL ADDRESS: STREET 1: 128 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: Restoration Robotics Inc DATE OF NAME CHANGE: 20070808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: InterWest Partners IX, LP CENTRAL INDEX KEY: 0001398928 IRS NUMBER: 202312479 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8585 MAIL ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 d667674dsc13ga.htm SC 13G/A SC 13G/A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(AMENDMENT NO 2)*

Restoration Robotics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

76133C 10 3

(CUSIP Number)

December 31, 2018

(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).

Page 1 of 9 Pages


Cusip No. 76133C 10 3		13G		Page 2 of 9 Pages

(1)	Based on 40,676,012 shares of the Issuer’s Common stock outstanding as of October 23, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2018.


Cusip No. 76133C 10 3		13G		Page 3 of 9 Pages

(1)	Based on 40,676,012 shares of the Issuer’s Common stock outstanding as of October 23, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2018.


Cusip No. 76133C 10 3		13G		Page 4 of 9 Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


Cusip No. 76133C 10 3		13G		Page 5 of 9 Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Khaled A. Nasr that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


Cusip No. 76133C 10 3		13G		Page 6 of 9 Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Arnold L. Oronsky that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

ITEM 1.

(a)

NAME OF ISSUER : Restoration Robotics, Inc.

(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:

128 Baytech Drive, San Jose, CA 95134

ITEM 2.

(a)

NAME OF PERSON(S) FILING:

InterWest Partners IX, LP (“IWP IX”)

InterWest Management Partners IX, LLC (“IMP IX”)

Gilbert H. Kliman (“Kliman”)

Khaled A. Nasr (“Nasr”)

Arnold L. Oronsky (“Oronsky”)

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

2710 Sand Hill Road, Suite 200, Menlo Park, CA 94025

(c)

CITIZENSHIP/PLACE OF ORGANIZATION:


IWP IX:		California
IMP IX:		California
Kliman:		United States
Nasr:		United States
Oronsky:		United States

(d)

TITLE OF CLASS OF SECURITIES: Common Stock

(e)

CUSIP NUMBER: 76133C 10 3

ITEM 3. NOT APPLICABLE.

Page 7 of 9 Pages

ITEM 4. OWNERSHIP.


	IWP IX			IMP IX (1)
Beneficial Ownership		5,355,786			5,355,786
Percentage of Class		13.2	% (3)		13.2	% (3)
Sole Voting Power		5,355,786			5,355,786
Shared Voting Power		0			0
Sole Dispositive Power		5,355,786			5,355,786
Shared Dispositive Power		0			0


	Kliman (2)			Nasr (2)			Oronsky (2)
Beneficial Ownership		5,355,786			5,355,786			5,355,786
Percentage of Class		13.2	% (3)		13.2	% (3)		13.2	% (3)
Sole Voting Power		0			0			0
Shared Voting Power		5,355,786			5,355,786			5,355,786
Sole Dispositive Power		0			0			0
Shared Dispositive Power		5,355,786			5,355,786			5,355,786

(1)	IMP IX is the general partner of IWP IX.

(2)

Kliman and Oronsky are Managing Directors of IMP IX. Nasr is a Venture Member of IMP IX. The Managing Directors and Venture Member of IMP IX share voting and investment control over shares held by IWP IX. Beneficial ownership is expressly disclaimed, except to the extent of their pecuniary interest.

(3)	Based on 40,676,012 shares of the Issuer’s Common stock outstanding as of October 23, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2018.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited liability company operating agreement of IMP IX, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.

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.

No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.

ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.

Not applicable.

ITEM 10. CERTIFICATION.

Not applicable.

EXHIBITS

Joint Filing Statement attached as Exhibit A.

Page 8 of 9 Pages

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.

Date: February 14, 2019

INTERWEST PARTNERS IX, LP

By: InterWest Management Partners IX, LLC, its General Partner


By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
		Managing Director

INTERWEST MANAGEMENT PARTNERS IX, LLC


By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
		Managing Director


By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
Name:		Gilbert H. Kliman


By:		/s/ Khaled A. Nasr
Name:		Khaled A. Nasr

By:		/s/ Arnold L. Oronsky
Name:		Arnold L. Oronsky

Page 9 of 9 Pages

EX-99.A 2 d667674dex99a.htm EX-99.A EX-99.A

EXHIBIT A

Joint Filing Statement

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.

Date: February 14, 2019

INTERWEST PARTNERS IX, LP

By: InterWest Management Partners IX, LLC, its General Partner


By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
		Managing Director

INTERWEST MANAGEMENT PARTNERS IX, LLC


By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
		Managing Director


By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
Name:		Gilbert H. Kliman


By:		/s/ Khaled A. Nasr
Name:		Khaled A. Nasr

By:		/s/ Arnold L. Oronsky
Name:		Arnold L. Oronsky