0000903423-13-000660.txt : 20131120 0000903423-13-000660.hdr.sgml : 20131120 20131120154200 ACCESSION NUMBER: 0000903423-13-000660 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131119 FILED AS OF DATE: 20131120 DATE AS OF CHANGE: 20131120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TANDEM DIABETES CARE INC CENTRAL INDEX KEY: 0001438133 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 204327508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11045 ROSELLE STREET STREET 2: SUITE 200 CITY: San Diego STATE: CA ZIP: 92121 BUSINESS PHONE: 858-366-6900 MAIL ADDRESS: STREET 1: 11045 ROSELLE STREET STREET 2: SUITE 200 CITY: San Diego STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36189 FILM NUMBER: 131232868 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36189 FILM NUMBER: 131232869 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36189 FILM NUMBER: 131232870 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 tandem.xml OWNERSHIP DOCUMENT X0306 4 2013-11-19 0 0001438133 TANDEM DIABETES CARE INC TNDM 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock 2013-11-19 4 C 0 2496194 A 2496194 I See Explanation of Responses Series B Preferred Stock 2013-11-19 4 C 0 260090 D Common Stock 155222 0 I See Explanation of Responses Series C Preferred Stock 2013-11-19 4 C 0 937014 D Common Stock 559211 0 I See Explanation of Responses Series D Preferred Stock 2013-11-19 4 C 0 2985519 D Common Stock 1781761 0 I See Explanation of Responses David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 2,496,194 shares of Common Stock ("Common Stock") of Tandem Diabetes Care, Inc. (the "Issuer"). On November 19, 2013, the (a) shares of Series B Preferred Stock of the Issuer (the "Series B") held by TPG Biotech III automatically converted into 155,222 shares of Common Stock, (b) shares of Series C Preferred Stock of the Issuer (the "Series C") held by TPG Biotech III automatically converted into 559,211 shares of Common Stock and (c) shares of Series D Preferred Stock of the Issuer (the "Series D") held by TPG Biotech III automatically converted into 1,781,761 shares of Common Stock. Pursuant to the Fifth Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series B, Series C and Series D had been convertible, at the option of the holder, at any time into shares of Common Stock, at initial conversion rates in each case equal to one share of Common Stock per share of preferred stock. The initial conversion rates have been adjusted as a result of a 1-for-1.6756 reverse stock split of the Issuer's Common Stock. Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (5) 2013-11-20 Ronald Cami on behalf of David Bonderman (5) (6) 2013-11-20 Ronald Cami on behalf of James G. Coulter (5) (6) 2013-11-20