0001104659-20-011133.txt : 20200205 0001104659-20-011133.hdr.sgml : 20200205 20200205134929 ACCESSION NUMBER: 0001104659-20-011133 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200205 DATE AS OF CHANGE: 20200205 GROUP MEMBERS: CASEY M. TANSEY GROUP MEMBERS: DAVID LIDDLE GROUP MEMBERS: IRWIN FEDERMAN GROUP MEMBERS: JONATHAN D. ROOT GROUP MEMBERS: PAUL MATTEUCCI GROUP MEMBERS: PHILIP M. YOUNG GROUP MEMBERS: PRESIDIO MANAGEMENT GROUP IX, L.L.C. GROUP MEMBERS: STEVEN M. KRAUSZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Inspire Medical Systems, Inc. CENTRAL INDEX KEY: 0001609550 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 261377674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90838 FILM NUMBER: 20578126 BUSINESS ADDRESS: STREET 1: 5500 WAYZATA BLVD STREET 2: SUITE 1600 CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 BUSINESS PHONE: 763-957-5037 MAIL ADDRESS: STREET 1: 5500 WAYZATA BLVD STREET 2: SUITE 1600 CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: U S Venture Partners IX L P CENTRAL INDEX KEY: 0001309185 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2735 SAND HILL RD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-9080 MAIL ADDRESS: STREET 1: 2735 SAND HILL RD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 tm206394-1_sc13ga.htm SCHEDULE 13G/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

  

Inspire Medical Systems, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

457730109

(CUSIP Number)

 

December 31, 2019

(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)

 

xRule 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

(Continued on following pages)

 

Page 1 of 17 Pages

Exhibit Index Contained on Page 15

 

 

 

 

 

CUSIP NO. 457730109 13 G Page 2 of 17

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

U.S. Venture Partners IX, L.P. (“USVP IX”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x

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
0 shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* PN

 

 

 

CUSIP NO. 457730109 13 G Page 3 of 17

  

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Presidio Management Group IX, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x

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
0 shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* OO

 

 

 

CUSIP NO. 457730109 13 G Page 4 of 17

  

1

NAME OF REPORTING PERSON

 

Irwin Federman 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 

 5 SOLE VOTING POWER
14,746 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
14,746 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,746
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12 TYPE OF REPORTING PERSON* IN

 

 

 

CUSIP NO. 457730109 13 G Page 5 of 17

 

1

NAME OF REPORTING PERSON

 

Steven M. Krausz 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 

 5 SOLE VOTING POWER
10,063 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
10,063 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,063
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* IN

 

 

 

CUSIP NO. 457730109 13 G Page 6 of 17

 

1

NAME OF REPORTING PERSON

 

David Liddle 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 

 5 SOLE VOTING POWER
41,838 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
41,838 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,838
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%
12 TYPE OF REPORTING PERSON* IN

 

 

 

CUSIP NO. 457730109 13 G Page 7 of 17

 

1

NAME OF REPORTING PERSON

 

Paul Matteucci 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 

 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* IN

 

 

 

CUSIP NO. 457730109 13 G Page 8 of 17

  

1

NAME OF REPORTING PERSON

 

Jonathan D. Root 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 

 5 SOLE VOTING POWER
51,600 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
51,600 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%
12 TYPE OF REPORTING PERSON* IN

 

 

 

CUSIP NO. 457730109 13 G Page 9 of 17

 

1

NAME OF REPORTING PERSON

 

Casey M. Tansey 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)          ¨           (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 

 5 SOLE VOTING POWER
217,765 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
217,765 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 217,765
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9%
12 TYPE OF REPORTING PERSON* IN

 

 

 

CUSIP NO. 457730109 13 G Page 10 of 17

 

1

NAME OF REPORTING PERSON

 

Philip M. Young 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 

 5 SOLE VOTING POWER
20,508 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
20,508 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,508
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 0.1%
12 TYPE OF REPORTING PERSON*
 IN

 

 

 

CUSIP NO. 457730109 13 G Page 11 of 17

 

ITEM 1(A).NAME OF ISSUER

Inspire Medical Systems, Inc.

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

5500 Wayzata Blvd., Suite 1600

Golden Valley, Minnesota 55416

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Schedule 13G is filed by PMG IX, USVP IX, Federman, Krausz, Liddle, Matteucci, Root, Tansey and Young. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

PMG IX, the general partner of USVP IX, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by USVP IX. Federman, Krausz, Liddle, Matteucci, Root, Tansey and Young are managing members of PMG IX and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by USVP IX.

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

U.S. Venture Partners

1460 El Camino Real, Suite 100

Menlo Park, California 94025

 

ITEM 2(C) CITIZENSHIP

USVP IX is a Delaware limited partnership. PMG IX is a Delaware limited liability company. Federman, Krausz, Liddle, Matteucci, Root, Tansey and Young are United States citizens.

 

ITEM 2(D) AND (E).

TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
 

Common Stock

 

CUSIP # 457730109

 

ITEM 3.Not Applicable.

 

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.

 

 

 

 

CUSIP NO. 457730109 13 G Page 12 of 17

  

(a)          Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)          Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

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

 

(i)

Sole power to vote or to direct the vote: 

 

See Row 5 of cover page for each Reporting Person.

 

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

 

See Row 6 of cover page for each Reporting Person.

 

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

 

See Row 7 of cover page for each Reporting Person.

 

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

 

See Row 8 of cover page for each Reporting Person.

 

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: x Yes

 

ITEM 6.

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

 

Under certain circumstances set forth in the limited partnership agreement of USVP IX and the limited liability company agreement of PMG IX, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

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.

 

Not applicable.

 

 

 

 

CUSIP NO. 457730109 13 G Page 13 of 17

  

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

ITEM 10.

CERTIFICATION.

 

Not applicable.

 

 

 

 

CUSIP NO. 457730109 13 G Page 14 of 17

 

SIGNATURES

 

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: February 5, 2020

 

 

PRESIDIO MANAGEMENT GROUP IX, L.L.C.   Irwin Federman
     
U.S. Venture Partners IX, L.P.   Steven M. Krausz
By Presidio Management Group IX, L.L.C.    
Its General Partner   David Liddle
     
    Paul Matteucci
     
    Jonathan D. Root
     
    CASEY M. TANSEY
     
    Philip M. Young

 

By: /s/ Dale Holladay   By: /s/ Dale Holladay
  Dale Holladay, Chief Financial Officer/Attorney-In-Fact for the above-listed entities     Dale Holladay, Attorney-In-Fact for the above-listed individuals

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

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 §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)

 

 

 

 

CUSIP NO. 457730109 13 G Page 15 of 17

 

EXHIBIT INDEX

 

Exhibit

Found on

Sequentially

Numbered Page

   
Exhibit A:  Agreement of Joint Filing 16
   
Exhibit B:  Power of Attorney 17

 

 

 

 

CUSIP NO. 457730109 13 G Page 16 of 17

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Inspire Medical Systems, Inc. shall be filed on behalf of each of the Reporting Persons.  Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 

 

 

CUSIP NO. 457730109 13 G Page 17 of 17

 

exhibit B

 

Power of Attorney

 

Dale Holladay has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.