0001535264-16-000164.txt : 20160805 0001535264-16-000164.hdr.sgml : 20160805 20160805105414 ACCESSION NUMBER: 0001535264-16-000164 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160805 DATE AS OF CHANGE: 20160805 GROUP MEMBERS: ADAM C. STETTNER GROUP MEMBERS: AUSTIN W. MARXE GROUP MEMBERS: AWM INVESTMENT COMPANY, INC. GROUP MEMBERS: DAVID M. GREENHOUSE GROUP MEMBERS: LS ADVISERS LLC GROUP MEMBERS: MG ADVISERS LLC GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP GROUP MEMBERS: SPECIAL SITUATIONS CAYMAN FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS FUND III QP, L.P. GROUP MEMBERS: SPECIAL SITUATIONS LIE SCIENCES FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. GROUP MEMBERS: SSCAYMAN, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TearLab Corp CENTRAL INDEX KEY: 0001299139 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 593434771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80736 FILM NUMBER: 161809574 BUSINESS ADDRESS: STREET 1: 9980 HUENNEKENS ST. STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-794-1400 MAIL ADDRESS: STREET 1: 9980 HUENNEKENS ST. STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: OccuLogix, Inc. DATE OF NAME CHANGE: 20040730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AWM Investment Company, Inc. CENTRAL INDEX KEY: 0001535264 IRS NUMBER: 113086452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-319-6670 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 tearlab13gt.txt TEARLAB13G THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TearLab Corporation (Name of Issuer) Par Value, $.001 (Title of Class of Securities) 878193101 (CUSIP Number) July 29, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [X] 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. 878193101 (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): AWM Investment Company, Inc. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)___ (b)___ (3) SEC Use Only (4) Citizenship or Place of Organization: Delaware, United States Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 7,277,250** (6) Shared Voting Power: 0 (7) Sole Dispositive Power: 7,277,250** (8) Shared Dispositive Power: 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,277,250** (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): (11) Percent of Class Represented by Amount in Row (9): 12.8%** (12) Type of Reporting Person (See Instructions): IA **AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP), Special Situations Private Equity Fund, L.P. (SSPE), and Special Situations Life Sciences Fund, L.P. (SSLS). (CAYMAN, SSFQP, SSPE and SSLS will hereafter be referred to as the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 787,452 shares of the Issuer (the Shares) and 237,476 Warrants to purchase shares held by CAYMAN, 2,221,632 Shares and 642,066 Warrants to purchase Shares held by SSFQP, 1,422,722 Shares and 586,361 Warrants to purchase Shares held by SSPE and 2,845,444 Shares and 1,172,722 Warrants to purchase Shares held by SSLS. See Items 2 and 4 of this Schedule for additional information. Item 1(a). Name Of Issuer: TearLab Corporation Item 1(b). Address of Issuer?s Principal Executive Offices: 9980 Huennekens Street-Suite 100 San Diego, California 92121 Item 2(a). Name of Person Filing: The person filing this report is AWM Investment Company, Inc., a Delaware corporation (AWM), which is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (CAYMAN), Special Situations Fund III QP, L.P., a Delaware limited partnership (SSFQP), Special Situations Private Equity Fund, L.P., a Delaware limited partnership (SSPE), and Special Situations Life Sciences Fund, L.P., a Delaware limited partnership (SSLS) (CAYMAN, SSFQP, SSPE, and SSLS, will hereafter be referred to as the Funds). The principal business of each Fund is to invest in equity and equity- related securities and other securities of any kind or nature. Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware limited liability company (SSCAY) the general partner of CAYMAN; MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP; MG Advisers, L.L.C., a New York limited liability company (MG), the general partner of SSPE; and LS Advisers, L.LC., a New York limited liability company (LS), the general partner of SSLS. Marxe, Greenhouse and Stettner are also controlling principals of AWM. Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for AWM is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022. Item 2(c). Citizenship: AWM is a Delaware corporation. Item 2(d). Title of Class of Securities: Common Stock, Par Value $.001 Item 2(e). CUSIP No.: 878193101 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: Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned: 7,277,250** (b) Percent of Class: 12.8%** (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote 7,277,250** (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of 7,277,250** (iv) shared power to dispose or to direct the disposition of 0 _____________________________________________________________________________ _ ** AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole voting and investment power over 787,452 Shares of the Issuer (the Shares)and *237,476 Warrants to purchase Shares held by CAYMAN, 2,221,632 Shares and *642,066 Warrants to purchase Shares held by SSFQP, 1,422,722 Shares and *586,361 Warrants to purchase Shares held by SSPE and 2,845,444 Shares and *1,172,722 Warrants to purchase Shares held by SSLS. Marxe, Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN; MGP, the general partner of SSFQP; MG, the general partner of SSPE; and LS, the general partner of SSLS. Marxe, Greenhouse and Stettner are also controlling principals of AWM. *The Warrants described above are not exercisable till 5/4/2017 and may only be exercised to the extent that the total number of shares of Common Stock then beneficially owned does not exceed 9.99% of the outstanding shares. 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 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: August 4, 2016 AWM INVESTMENT COMPANY, INC. By: Name: David M. Greenhouse Title: Executive Vice President Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -5-