UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
| Second Sight Medical Products Inc. |
| (Name of Issuer) |
| Common Stock, no par value |
| (Title of Class of Securities) |
| 81362J100 |
| (CUSIP Number) |
| Gregg Williams |
| 12744 San Fernando Road, Suite 400 |
| Sylmar, CA 91342 |
| (818) 833-5000 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
With copies to:
Aaron A. Grunfeld
Law Offices of Aaron A. Grunfeld & Associates
11111 Santa Monica Boulevard, Suite 1840
Los Angeles, California 90025
(310) 788-7577
| November 28, 2014 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
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 to whom copies are to be sent.
*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).
CUSIP NUMBER: 81362J100
| 1. | Names of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) |
|
3. |
SEC Use Only
| |
| 4. | Source of Funds (See Instructions) 00 | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨ |
| 6. | Citizenship or Place of Organization US | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power 26,652,217 (1)
|
| 8. | Shared Voting Power
| |
|
9. |
Sole Dispositive Power 26,652,217 (1)
| |
| 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨ |
| 13. | Percent of Class Represented by Amount in Row (11)
| |
| 14. | Type of Reporting Person (See Instructions) IN | |
| (1) | Shares beneficially owned include the beneficial ownership of (i) the Gregg Williams 2006 Trust, a trust of which Mr. Williams is trustee, which is the beneficial owner of 13,598,612 shares of common stock and warrants to purchase 6,971,269 shares of common stock (excluding warrants to purchase 48,157 shares of common stock that expired July 31, 2017), (ii) Williams International Co, LLC, whose manager is Mr. Williams, which owns 1,484,254 shares of common stock and warrants to purchase 240,000 shares of common stock (expiring in February 2018), and (iii) Sam Williams Family Investments LLC, whose manager is Mr. Williams, which owns 4,358,082 shares (excluding warrants to purchase 214,921 shares of common stock which expired on July 31, 2017). |
| (2) | Based upon 56,794,477 shares of common stock outstanding and giving effect to warrants to purchase 7,211,269 shares of common stock August 4, 2017 |
| -2- |
CUSIP NUMBER: 81362J100
| 1. | Names of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) |
|
3. |
SEC Use Only
| |
| 4. | Source of Funds (See Instructions) PF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨ |
| 6. | Citizenship or Place of Organization Michigan | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power 20,569,881(3)
|
| 8. | Shared Voting Power
| |
|
9. |
Sole Dispositive Power 20,569,881 (3)
| |
| 10. | Shared Dispositive Power 0 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨ |
|
13. |
Percent
of Class Represented by Amount in Row (11)
| |
| 14. | Type of Reporting Person (See Instructions) OO | |
| (3) | Shares beneficially owned include 13,598,612 shares of common stock and warrants to purchase 6,971,269 shares of common stock, as to which collectively Mr. Williams has sole voting and sole dispositive power. |
| (4) | Based upon 56,794,477 shares of common stock outstanding and giving effect to warrants to purchase 6,971,269 shares of common exercisable as of August 4, 2017. |
| -3- |
CUSIP NUMBER: 81362J100
|
1. |
Names
of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) |
|
3. |
SEC Use Only
| |
| 4. | Source of Funds (See Instructions) PF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨ |
| 6. | Citizenship or Place of Organization Michigan | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power 4,358,082
|
| 8. | Shared Voting Power
| |
|
9. |
Sole Dispositive Power 4,358,082
| |
| 10. | Shared Dispositive Power 0 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
¨ |
|
13. |
Percent
of Class Represented by Amount in Row (11)
| |
| 14. | Type of Reporting Person (See Instructions) CO | |
| (5) | Based upon 56,794,477 shares of common stock outstanding as of August 4, 2017, with sole voting and dispositive power exercised by Mr. Williams. |
| -4- |
CUSIP NUMBER: 81362J100
|
1. |
Names
of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) |
|
3. |
SEC Use Only
| |
| 4. | Source of Funds (See Instructions) PF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨ |
| 6. | Citizenship or Place of Organization Michigan | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power 1,724,254(6)
|
| 8. | Shared Voting Power
| |
|
9. |
Sole Dispositive Power 1,724,254(6)
| |
| 10. | Shared Dispositive Power 0 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨ |
|
13. |
Percent
of Class Represented by Amount in Row (11)
| |
| 14. | Type of Reporting Person (See Instructions) CO | |
| (6) | Beneficial ownership includes 1,484,254 shares of common stock and warrants to purchase 240,000 shares of common stock |
| (7) | Based upon 56,794,477 shares of common stock outstanding and giving effect to warrants to purchase 240,000 shares of common exercisable as of August 4, 2017, as to which collectively Mr. Williams has sole voting and sole dispositive power. |
| -5- |
| ITEM 1. | SECURITY AND ISSUER |
This statement on Schedule 13D relates to the common stock, no par value (the “Common Stock”), of Second Sight Medical Products Inc., a California corporation (the “Issuer”). The principal executive offices of the Issuer are located at 12744 San Fernando Road, Suite 400, Sylmar, CA 91342.
The Reporting Persons (as defined below) beneficially own 26,652,217 shares of Common Stock (the “Subject Shares”), which number includes: 19,440,948 shares of Common Stock and warrants to purchase 7,211,269 shares of common stock.
The Subject Shares represent beneficial ownership of approximately 41.64% of the outstanding shares of Common Stock based on 56,794,477 shares of Common Stock outstanding as of August 4, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 7, 2017 for the quarterly period ended June 30, 2017 and give effect to shares underlying the warrants referred to in the preceding paragraph.
| ITEM 2. | IDENTITY AND BACKGROUND |
(a), (f) This statement is being filed by:
(i) Gregg Williams, an individual;
(ii) Gregg Williams 2006 Trust, a trust (“Williams Trust”); and
(iii) Sam Williams Family Investments LLC, a Michigan limited liability company (“Williams LLC”);
(iv) Williams International Co. LLC, a Michigan limited liability company (“Williams International LLC” together with Mr. Williams, the Williams Trust, and Williams LLC, the “Reporting Persons”).
The Reporting Persons have entered into a joint filing agreement, dated as of September 4, 2017, a copy of which is filed herewith as Exhibit A.
(b) The address of the principal business and principal office of each of the Reporting Persons is 2280 E. West Maple Road, P.O. Box 200, Walled Lake, Michigan 48390.
(c) Mr. Williams has been the Chief Executive Officer at Williams International, a leading developer and manufacturer of small gas turbine engines, since April 2005 and has been a member of the Board of Directors of the Issuer since June 2009.
(d), (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) Mr. Williams is a citizen of the United States.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The purchases were made with the personal funds of the Reporting Persons. All transactions were previously timely disclosed as reported on a Forms 3 and 4. Copies of the Forms 3 and 4 are attached hereto as Exhibit B. See Item 4 below.
| -6- |
| ITEM 4. | PURPOSE OF THE TRANSACTION. |
The Reporting Persons, directly or indirectly through certain affiliates, acquired the shares and warrants of the Issuer for investment purposes and not with a view toward or having the effect of directing or changing control over the Issuer. As a result of Mr. Williams’ position as a member of the Issuer’s Board of Directors and its committees, Mr. Williams may effect a measure of control over the Issuer. Mr. Williams has at all times from immediately prior to and since the initial public offering (the “IPO”) of the Common Stock in November 2014 been a principal shareholder and director of the Issuer and is a member of the family which co-founded the Issuer. He purchased securities in the IPO, and directly from the Issuer in its two subsequent registered rights offerings, subscriptions to which were made available to all shareholders. He acquired (i) 2,717,352 shares in the Issuer’s May 2016 rights offering, at $3.315 per share. and (ii) in the Issuer’s March 2017 rights offering to all shareholders, he acquired 6,802,721 units, at $1.47 per unit, , consisting of 6,802,721 shares of common stock and warrants to purchase 6,802,721 shares of common stock at $1.47 per share.. In April 2017 he also acquired 4,000,000 shares and 216,705 warrants from the estate of the founder of the Issuer in a negotiated private transaction, of which warrants to purchase 48,157 shares of common stock expired on July 31, 2017 leaving a net balance of warrants to purchase 168,548 shares of common stock. These warrants expire in February 2018 and have a strike price of $5 per share. In regard to these negotiated purchases by him and other investors from the estate of Alfred E. Mann see Form 8-K filed by the Issuer on April 10, 2017. Mr. Williams has made no open market purchases of securities to date. Aside from general investment purposes the principal reasons for purchasing securities of the Issuer in the shareholder rights offerings have been to provide capital to the Issuer. As noted in the Issuer’s filings and his Forms 4, Mr. Williams has, along with the other non-employee directors, received annual director compensation in the form of common stock. Fees for each of the four non-employee directors are paid in shares of the Issuer’s stock on June 1 of each year and the stock price per share value is determined by taking an average closing price of the Issuer’s stock for the preceding twenty trading days on NASDAQ, which is the Issuer’s principal trading exchange. Mr. Williams received 5,439 shares in June 2015, 16,786 shares in June 2016, and 56,314 shares in June 2017 for director’s compensation and these shares were transferred to the Williams Trust. These transactions were reported on Forms 4 filed with the Commission on June 3, 2015, June 3, 2016 and June 5, 2017 respectively.
The Reporting Persons will continue to evaluate their ownership and voting position in the Issuer and they currently expect to continue holding Issuer’s securities for investment and they may consider acquiring additional securities of the Issuer in open market and in privately-negotiated transactions.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
(a)(i) Gregg Williams is the beneficial owner of an aggregate of 26,652,217 or 41.64% of the Issuer’s outstanding shares of Common Stock, including warrants to purchase 7,211,269 shares of common stock.
(ii) Gregg G. Williams 2006 Trust is the beneficial owner of an aggregate 20,569,881 or 32.26% of the total outstanding shares of Common Stock, including warrants to purchase 6,971,269 shares of Common Stock.
(iii) Sam Williams Family Investments LLC is the beneficial owner of an aggregate 4,358,082 or 7.67% of the outstanding shares of Common Stock.
(iv) Williams International Co. LLC is the beneficial owner of an aggregate 1,724,254 or 3.026% of the shares of Common Stock, including warrants to purchase 240,000 shares of Common Stock
(b) Mr. Williams has power to vote or direct the vote, and sole power to dispose or direct the disposition of the shares and warrants owned by the Reporting Persons.
| -7- |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Effective September 7, 2017 the Reporting Persons entered into a Joint Filing Agreement (See Exhibit A) relating to their beneficial ownership of the Common Stock, no par value, of Second Sight Medical Products, Inc., a California corporation. To the knowledge of the Reporting Persons, except as otherwise described above, there are no other contracts, arrangements, understandings or relationships among reporting persons and between any such persons and any other person, with respect to any securities of the Company, including but not limited to, transfer or voting of any of the securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company.
| ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS. |
|
Exhibit |
Description | |
| A | Joint Filing Agreement executed by the Reporting Persons as of September 7, 2017. | |
| B | Forms 3 and 4 filed with the Securities and Exchange Commission. |
| -8- |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
| Date: September 8, 2017 | |
| /s/Gregg Williams | |
| Gregg Williams | |
| GREGG WILLIAMS 2006 TRUST | |
| Date: September 8, 2017 | /s/Gregg Williams |
| By: Gregg Williams | |
| Its: Trustee | |
| SAM WILLIAMS FAMILY INVESTMENTS LLC | |
| Date: September 8, 2017 | /s/Gregg Williams |
| By: Gregg Williams | |
| Its: Manager | |
| WILLIAMS INTERNATIONAL CO. LLC | |
| Date: September 8, 2017 | /s/Gregg Williams |
| By: Gregg Williams | |
| Its: Manager |
| -9- |
Exhibit A
JOINT FILING AGREEMENT
This Joint Filing Agreement (this “Agreement”) is dated as of September 7, 2017 and is entered into by and among Gregg Williams, an individual, and each of the persons who are listed below.
| 1. | The undersigned hereby agree that: |
| i. | They are each filing or shall file a joint statement on Form Schedule 13D relating to the beneficial ownership of the common stock, no par value (the “Common Stock”), of Second Sight Medical Products, Inc., a California corporation (the “Company”); |
| ii. | Schedule 13D as filed with respect to common stock of the Company shall be filed on behalf of each of them; and |
| iii. | Each of the parties hereto is responsible for the completeness and accuracy of the information concerning such party only and is not responsible for the completeness or accuracy of the information concerning other parties to the filing unless such person knows or has reason to believe that such information is inaccurate. |
| 2. | Each of the undersigned hereby appoints Gregg Williams as his attorney-in-fact with all power and authority to execute Schedule 13D, and any amendments thereto on behalf of each of the undersigned. |
| 3. | This Joint Filing Agreement may be executed in counterparts, each of which shall be deemed an original and both or each of which shall be deemed to be one and the same document. |
(Remainder of the page intentionally left blank – signature page follows)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Date: September 7, 2017 | /s/Gregg Williams |
| By: Gregg Williams, an individual | |
| Gregg Williams 2006 Trust | |
| Date: September 7, 2017, | /s/Gregg Williams |
| By: Gregg Williams | |
| Its: Trustee | |
| Williams International Co. LLC | |
| Date: September 7, 2017, | /s/Gregg Williams |
| By: Gregg Williams | |
| Its: Manager | |
| Sam Williams Family Investments LLC | |
| Date: September 7, 2017, | /s/Gregg Williams |
| By: Gregg Williams | |
| Its: Manager |
Exhibit B
