0001193125-17-167067.txt : 20170511 0001193125-17-167067.hdr.sgml : 20170511 20170511141602 ACCESSION NUMBER: 0001193125-17-167067 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170511 DATE AS OF CHANGE: 20170511 GROUP MEMBERS: SAINTS CAPITAL EVEREST, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REVA Medical, Inc. CENTRAL INDEX KEY: 0001496268 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 330810505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85775 FILM NUMBER: 17833679 BUSINESS ADDRESS: STREET 1: 5751 COPLEY DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92111 BUSINESS PHONE: (858) 966-3000 MAIL ADDRESS: STREET 1: 5751 COPLEY DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAINTS CAPITAL EVEREST LP CENTRAL INDEX KEY: 0001441372 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 475 SANSOME STREET STREET 2: SUITE 1850 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-773-2080 MAIL ADDRESS: STREET 1: 475 SANSOME STREET STREET 2: SUITE 1850 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 d397294dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

REVA Medical, Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

76133E109

(CUSIP Number)

December 31, 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)

☐ 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. 76133E109    13G/A    Page 2 of 8

 

  1.   

NAMES OF REPORTING PERSONS

 

Saints Capital Everest, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☒

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

SOLE VOTING POWER

 

2,901,171

   6.   

SHARED VOTING POWER

 

0

   7.   

SOLE DISPOSITIVE POWER

 

2,901,171

   8.   

SHARED DISPOSITIVE POWER

 

0

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,901,171 (1)

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

N/A

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.8% (2)

12.  

TYPE OF REPORTING PERSON

 

PN

 

(1) Held in the form of CHESS Depositary Interests (“CDIs”) on the Australian Securities Exchange; each share of Common Stock is equivalent to ten CDIs.
(2) The percentage is calculated based on 42,851,477 shares of Common Stock outstanding on February 15, 2017 as reported in the Issuer’s Form 10-K filed on February 28, 2017.

 


CUSIP No. 76133E109    13G/A    Page 3 of 8

 

  1.   

NAMES OF REPORTING PERSONS

 

Saints Capital Everest, LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☒

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

SOLE VOTING POWER

 

2,901,171

   6.   

SHARED VOTING POWER

 

0

   7.   

SOLE DISPOSITIVE POWER

 

2,901,171

   8.   

SHARED DISPOSITIVE POWER

 

0

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,901,171 (1)

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

N/A

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.8% (2)

12.  

TYPE OF REPORTING PERSON

 

OO

 

3


CUSIP No. 76133E109    13G/A    Page 4 of 8

 

Item 1(a). Name of Issuer:

REVA Medical, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

REVA Medical, Inc.

5751 Copley Drive

San Diego, CA 92111

 

Item 2(a). Name of Persons Filing:

This statement is filed on behalf of the following persons with respect to shares of Common Stock beneficially owned by such persons:

(i) Saints Capital Everest, L.P., a Delaware limited partnership (the “Fund”); and

(ii) Saints Capital Everest, LLC, a Delaware limited liability company (the “General Partner”)

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the Reporting Persons is:

2020 Union Street

San Francisco, CA 94123

 

Item 2(c). Citizenship:

The Fund is a limited partnership organized under the laws of the State of Delaware.

The General Partner is a limited liability company organized under the laws of the State of Delaware.

 

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.0001 per share (the “Common Stock”).

 

Item 2(e). CUSIP Number:

76133E109

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)       Broker or dealer registered under Section 15 of the Act;
(b)       Bank as defined in Section 3(a)(6) of the Act;
(c)       Insurance company as defined in Section 3(a)(19) of the Act;
(d)       Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)       An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)       A parent holding company or control person in accordance with §240.13d-1 (b)(1)(ii)(G);
(h)       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)       A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
(j)       A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)       Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

4


CUSIP No. 76133E109    13G/A    Page 5 of 8

 

If filing as a non-U.S. institution in accordance with §240.13(d)-1(b)(1)(ii)(J), please specify the type of institution: ___________________________________.

 

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) and (b) Amount beneficially owned and Percent of Class:

 

Reporting Person

   Shares     Percent  

Saints Capital Everest, LP (1)

     2,901,171 (2)      6.8

Saints Capital Everest, LLC(3)

     2,901,171 (2)      6.8

(c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:

 

Reporting Person

   Shares  

Saints Capital Everest, LP

     2,901,171 (2) 

Saints Capital Everest, LLC

     2,901,171 (2) 

 

  (ii) Shared power to vote or to direct the vote: 0

 

  (iii) Sole power to dispose or to direct the disposition of:

 

Reporting Person

   Shares  

Saints Capital Everest, LP

     2,901,171 (2) 

Saints Capital Everest, LLC

     2,901,171 (2) 

 

  (iv) Shared power to dispose or to direct the disposition of: 0

 

  (1) The Fund directly owns 2,901,171 shares of Common Stock (the “Shares”), which represents approximately 6.8% of the outstanding shares of Common Stock.

 

  (2) Held in the form of CHESS Depositary Interests (“CDIs”) on the Australian Securities Exchange; each share of Common Stock is equivalent to ten CDIs.

 

  (3) As the general partner of the Fund, the General Partner may be deemed to beneficially own the Shares.

 

5


CUSIP No. 76133E109    13G/A    Page 6 of 8

 

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   ☐.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification.

Not applicable.

 

6


CUSIP No. 76133E109    13G/A    Page 7 of 8

 

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: May 9, 2017    SAINTS CAPITAL EVEREST, L.P.
   By:   Saints Capital Everest, LLC,
     Its General Partner
   By:  

/s/ Scott Halsted

     Scott Halsted, Managing Member
   SAINTS CAPITAL EVEREST, LLC
   By:  

/s/ Scott Halsted

     Scott Halsted, Managing Member

 


CUSIP No. 76133E109    13G/A    Page 8 of 8

 

Schedule of Exhibits

SCHEDULE 13G

 

Exhibit Number

 

Exhibit Description

1   Joint Filing Agreement

 

EX-99.1 2 d397294dex991.htm EX-99.1 EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 16a-3(j) and Rule 13d-1(k)(1) and under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Forms 3, 4, 5 and Schedules 13D and 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of REVA Medical, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Forms 3, 4, 5 and Schedules 13D and l3G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of May 9, 2017.

 

SAINTS CAPITAL EVEREST, L.P.
By:   Saints Capital Everest, LLC,
  Its General Partner
By:  

/s/ Scott Halsted

  Scott Halsted, Managing Member
SAINTS CAPITAL EVEREST, LLC
By:  

/s/ Scott Halsted

  Scott Halsted, Managing Member