0001493152-16-010760.txt : 20160613 0001493152-16-010760.hdr.sgml : 20160613 20160613140006 ACCESSION NUMBER: 0001493152-16-010760 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160613 DATE AS OF CHANGE: 20160613 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sensus Healthcare, Inc. CENTRAL INDEX KEY: 0001494891 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 271647271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89530 FILM NUMBER: 161710485 BUSINESS ADDRESS: STREET 1: 851 BROKEN SOUND PARKWAY NW STREET 2: SUITE 215 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 561-922-5808 MAIL ADDRESS: STREET 1: 851 BROKEN SOUND PARKWAY NW STREET 2: SUITE 215 CITY: BOCA RATON STATE: FL ZIP: 33487 FORMER COMPANY: FORMER CONFORMED NAME: Sensus Healthcare, LLC DATE OF NAME CHANGE: 20100622 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RTW INVESTMENTS, LLC CENTRAL INDEX KEY: 0001493215 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET STREET 2: 16TH FLOOR, SUITE A CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 646-597-6980 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET STREET 2: 16TH FLOOR, SUITE A CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 sch13g.htm SC 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Sensus Healthcare, Inc. (SRTSU)

 

Units

(Title of Class of Securities)

 

81728J208

(CUSIP Number)

 

June 3, 2016

(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)

 

[X] 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. 81728J208
   
1. NAME OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  RTW INVESTMENTS, LLC
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a) [  ]
  (b) [X]
   
3. SEC USE ONLY
   
   
4. CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States of America

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5. SOLE VOTING POWER
   
  0
   
6. SHARED VOTING POWER
   
  155,000
   
7. SOLE DISPOSITIVE POWER
   
  0
8. SHARED DISPOSITIVE POWER
   
  155,000
   
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  155,000
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  [  ]
   
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.74%
   
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA

 

 

 

 

CUSIP No. 81728J208
   
1. NAME OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  RTW MASTER FUND, LTD.
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a) [  ]
  (b) [X]
   
3. SEC USE ONLY
   
   
  CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

4. SOLE VOTING POWER
   
  0
   
5. SHARED VOTING POWER
   
  151,618
   
6. SOLE DISPOSITIVE POWER
   
  0
   
7. SHARED DISPOSITIVE POWER
   
  151,618
   
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  151,618
   
9. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  [  ]
   
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.59%
   
11. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

 

 

 

CUSIP No. 81728J208
   
12. NAME OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  Roderick Wong
   
13. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a) [  ]
  (b) [X]
   
14. SEC USE ONLY
   
   
  CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

15. SOLE VOTING POWER
   
  0
   
16. SHARED VOTING POWER
   
  155,000
   
17. SOLE DISPOSITIVE POWER
   
  0
   
18. SHARED DISPOSITIVE POWER
   
  155,000
   
19. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  155,000
   
20. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  [  ]
   
21. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.74%
   
22. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN, HC

 

 

 

 

Item 1. (a). Name of Issuer:
     
    Sensus Healthcare, Inc. (SRTSU)
     
  (b). Address of issuer’s principal executive offices:
     
    851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL 33487
     
Item 2. (a). Name of person filing:
     
    RTW Investments, LLC
    RTW Master Fund Ltd.
    Roderick Wong
     
  (b). Address or principal business office or, if none, residence:
     
    RTW Investments, LLC
    250 West 55th Street, 16th Floor
    Suite A
    New York, NY 10019
     
    RTW Master Fund, Ltd.
   

C/O Intertrust Corporate Services (Cayman) Ltd.,

   

190 Elgin Avenue,

   

George Town,

    Grand Cayman,
   

Cayman Islands,

   

KY1-9001

     
    Roderick Wong
    c/o RTW Investments, LLC
    250 West 55th Street, 16th Floor
    Suite A
    New York, NY 10019
     
     
  (c). Citizenship:
     
    RTW Investments, LLC – Delaware, United States of America
    RTW Master Fund, Ltd. – Cayman Islands
    Roderick Wong – United States of America
     
     
  (d). Title of class of securities:
    Units
     
  (e). CUSIP No.:
     
    81728J208

 

 

 

 

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
   
  N/A
   
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:
     
    RTW Investments, LLC: 155,000*
    RTW Master Fund, Ltd.: 151,618*
    Roderick Wong: 155,000*
     
  (b) Percent of class:
     
    RTW Investments, LLC: 6.74%*
    RTW Master Fund, Ltd.: 6.59%*
    Roderick Wong: 6.74%*
     
  (c) Number of shares as to which RTW Investments, LLC has:

 

  (i) Sole power to vote or to direct the vote 0,  
         
  (ii) Shared power to vote or to direct the vote 155,000*  
         
  (iii) Sole power to dispose or to direct the disposition of 0,  
         
  (iv) Shared power to dispose or to direct the disposition of 155,000*  
         
  Number of shares as to which RTW Master Fund, Ltd. has:    
       
  (i) Sole power to vote or to direct the vote 0,  
         
  (ii) Shared power to vote or to direct the vote 151,618*  
         
  (iii) Sole power to dispose or to direct the disposition of 0,  
         
  (iv) Shared power to dispose or to direct the disposition of 151,618*  
         
  Number of shares as to which Roderick Wong has:    
       
  (i) Sole power to vote or to direct the vote 0,  
         
  (ii) Shared power to vote or to direct the vote 155,000*  
         
  (iii) Sole power to dispose or to direct the disposition of 0,  
         
  (iv) Shared power to dispose or to direct the disposition of 155,000*  

 

*On June 8, 2016, Sensus Healthcare, Inc. (the “Company”) issued a press release announcing that it had closed its initial public offering of 2,300,000 units (the “Units”), each consisting of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock. The Units sold in the Company’s initial public offering included 300,000 Units purchased by the underwriters pursuant to an over-allotment option that was exercised in full. The Units of the Company reported herein are held by RTW Master Fund, Ltd. (the “Master Fund”) and RTW Innovation Master Fund, Ltd., (the “Innovation Fund”), (collectively, the “Funds”), which are managed by RTW Investments, LLC (the “Adviser”). Roderick Wong is the Managing Member of the Adviser. The Adviser, in its capacity as the investment manager the Funds, has the sole power to vote and the sole power to direct the disposition of all Units held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate of 155,000 Units or 6.74% of the Units issued and outstanding as of June 8, 2016. The beneficial ownership percentage reported herein is based on 2,300,000 Units issued and outstanding as of June 8, 2016, as disclosed in the Company’s Form 8-K, as filed with the Securities and Exchange Commission on June 8, 2016. This report shall not be deemed an admission that the Adviser or Roderick Wong is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Units reported herein except to the extent of the reporting person’s pecuniary interest therein.

 

 

 

 

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 [  ].
   
  N/A
   
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
   
  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 [  ].
   
  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.
   
  If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
   
  N/A
   
Item 8. Identification and Classification of Members of the Group.
   
  If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
   
  N/A
   
Item 9. Notice of Dissolution of the Group.
   
  Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
   
  N/A
   
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.

 

 

 

 

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: June 13, 2016   RTW Investments, LLC
     
    By: /s/ Roderick Wong
      Roderick Wong, Managing Member
       
    RTW Master Fund, Ltd.
     
    By: /s/ Roderick Wong
      Roderick Wong, Director
       
    Roderick Wong
     
    By: /s/ Roderick Wong
      Roderick Wong, Individually

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

 

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

 

 

EX-1 2 ex1.htm

 

Exhibit 1

 

Joint Filing Statement

 

Pursuant to Rule 13d-1(k)(1)

 

The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Units of Sensus Healthcare, Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.

 

This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.

 

Dated: June 13, 2016   RTW Investments, LLC
     
    By: /s/ Roderick Wong
      Roderick Wong, Managing Member
       
    RTW Master Fund, Ltd.
     
    By: /s/ Roderick Wong
      Roderick Wong, Director
       
    Roderick Wong
     
    By: /s/ Roderick Wong
      Roderick Wong, Individually