0001193125-20-136635.txt : 20200508 0001193125-20-136635.hdr.sgml : 20200508 20200507204333 ACCESSION NUMBER: 0001193125-20-136635 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200508 DATE AS OF CHANGE: 20200507 GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS GP LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, L.P GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY X, L.P. GROUP MEMBERS: WARBURG PINCUS X GP L.P GROUP MEMBERS: WARBURG PINCUS X PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS X, L.P GROUP MEMBERS: WPP GP LLC GROUP MEMBERS: WPX GP, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Silk Road Medical Inc CENTRAL INDEX KEY: 0001397702 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 208777622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91318 FILM NUMBER: 20858390 BUSINESS ADDRESS: STREET 1: 1213 INNSBRUCK DR. CITY: SUNNYVALE STATE: CA ZIP: 94089-2918 BUSINESS PHONE: 6505669060 MAIL ADDRESS: STREET 1: 1213 INNSBRUCK DR. CITY: SUNNYVALE STATE: CA ZIP: 94089-2918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WP X Finance, L.P. CENTRAL INDEX KEY: 0001770767 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 d918550dsc13ga.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)

 

 

Silk Road Medical, Inc.

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

82710M100

(CUSIP Number)

May 5, 2020

(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).

 

 

 

1  

Names of reporting persons

 

WP X FINANCE, L.P.

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

Number of
shares
beneficially
owned  by
each
reporting
person
with:		    5       

Sole voting power

 

0

   6   

Shared voting power

 

989,570

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

989,570

9  

Aggregate amount beneficially owned by each reporting person

 

989,570

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11  

Percent of class represented by amount in Row (9)

 

3.2%

12  

Type of reporting person (see instructions)

 

PN

1  

Names of reporting persons

 

WPX GP, L.P.

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

Number of
shares
beneficially
owned by
each
reporting
person
with:		    5       

Sole voting power

 

0

   6   

Shared voting power

 

989,570

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

989,570

9  

Aggregate amount beneficially owned by each reporting person

 

989,570

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11  

Percent of class represented by amount in Row (9)

 

3.2%

12  

Type of reporting person (see instructions)

 

PN

 

3

1  

Names of reporting persons

 

WARBURG PINCUS PRIVATE EQUITY X, L.P.

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

Number of
shares
beneficially
owned  by
each
reporting
person
with:		    5       

Sole voting power

 

0

   6   

Shared voting power

 

989,570

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

989,570

9  

Aggregate amount beneficially owned by each reporting person

 

989,570

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11  

Percent of class represented by amount in Row (9)

 

3.2%

12  

Type of reporting person (see instructions)

 

PN

 

4

1  

Names of reporting persons

 

WARBURG PINCUS X PARTNERS, L.P.

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

Number of
shares
beneficially
owned  by
each
reporting
person
with:		    5       

Sole voting power

 

0

   6   

Shared voting power

 

31,653

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

31,653

9  

Aggregate amount beneficially owned by each reporting person

 

31,653

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11  

Percent of class represented by amount in Row (9)

 

0.1%

12  

Type of reporting person (see instructions)

 

PN

 

5

1  

Names of reporting persons

 

WARBURG PINCUS X, L.P.

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

Number of
shares
beneficially
owned  by
each
reporting
person
with:		    5       

Sole voting power

 

0

   6   

Shared voting power

 

1,021,223

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,021,223

9  

Aggregate amount beneficially owned by each reporting person

 

1,021,223

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11  

Percent of class represented by amount in Row (9)

 

3.3%

12  

Type of reporting person (see instructions)

 

PN

 

6

1  

Names of reporting persons

 

WARBURG PINCUS X GP L.P.

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

Number of
shares
beneficially
owned  by
each
reporting
person
with:		    5       

Sole voting power

 

0

   6   

Shared voting power

 

1,021,223

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,021,223

9  

Aggregate amount beneficially owned by each reporting person

 

1,021,223

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11  

Percent of class represented by amount in Row (9)

 

3.3%

12  

Type of reporting person (see instructions)

 

PN

 

7

1  

Names of reporting persons

 

WPP GP LLC

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

Number of
shares
beneficially
owned  by
each
reporting
person
with:		    5       

Sole voting power

 

0

   6   

Shared voting power

 

1,021,223

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,021,223

9  

Aggregate amount beneficially owned by each reporting person

 

1,021,223

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11  

Percent of class represented by amount in Row (9)

 

3.3%

12  

Type of reporting person (see instructions)

 

OO

 

8

1  

Names of reporting persons

 

WARBURG PINCUS PARTNERS, L.P.

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

Number of
shares
beneficially
owned  by
each
reporting
person
with:		    5       

Sole voting power

 

0

   6   

Shared voting power

 

1,021,223

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,021,223

9  

Aggregate amount beneficially owned by each reporting person

 

1,021,223

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11  

Percent of class represented by amount in Row (9)

 

3.3%

12  

Type of reporting person (see instructions)

 

PN

 

9

1  

Names of reporting persons

 

WARBURG PINCUS PARTNERS GP LLC

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

Number of
shares
beneficially
owned  by
each
reporting
person
with:		    5       

Sole voting power

 

0

   6   

Shared voting power

 

1,021,223

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,021,223

9  

Aggregate amount beneficially owned by each reporting person

 

1,021,223

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11  

Percent of class represented by amount in Row (9)

 

3.3%

12  

Type of reporting person (see instructions)

 

OO

 

10

1  

Names of reporting persons

 

WARBURG PINCUS & CO.

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

 

NEW YORK

Number of
shares
beneficially
owned  by
each
reporting
person
with:		    5       

Sole voting power

 

0

   6   

Shared voting power

 

1,021,223

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,021,223

9  

Aggregate amount beneficially owned by each reporting person

 

1,021,223

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11  

Percent of class represented by amount in Row (9)

 

3.3%

12  

Type of reporting person (see instructions)

 

PN

 

11

1  

Names of reporting persons

 

WARBURG PINCUS LLC

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

 

NEW YORK

Number of
shares
beneficially
owned  by
each
reporting
person
with:		    5       

Sole voting power

 

0

   6   

Shared voting power

 

1,021,223

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,021,223

9  

Aggregate amount beneficially owned by each reporting person

 

1,021,223

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11  

Percent of class represented by amount in Row (9)

 

3.3%

12  

Type of reporting person (see instructions)

 

OO

 

12

Item 1 (a)

Name of Issuer:

Silk Road Medical, Inc.

 

Item 1 (b)

Address of Issuer’s Principal Executive Offices:

1213 Innsbruck Dr.

Sunnyvale, CA 94089-2918

 

Item 2 (a)

Name of Person Filing:

 

  a)

WP X FINANCE, L.P.

  b)

WPX GP, L.P.

  c)

WARBURG PINCUS PRIVATE EQUITY X, L.P.

  d)

WARBURG PINCUS X PARTNERS, L.P.

  e)

WARBURG PINCUS X, L.P.

  f)

WARBURG PINCUS X GP L.P.

  g)

WPP GP LLC

  h)

WARBURG PINCUS PARTNERS, L.P.

  i)

WARBURG PINCUS PARTNERS GP LLC

  j)

WARBURG PINCUS & CO.

  k)

WARBURG PINCUS LLC

The persons listed above are collectively referred to herein as the “Reporting Persons.”

 

Item 2 (b)

Address of Principal Business Office or, if None, Residence:

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

 

Item 2 (c)

Citizenship:

Citizenship is set forth in Row 4 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons.

 

Item 2 (d)

Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2 (e)

CUSIP Number:

82710M100

 

Item 3

Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Item 4

Ownership:

The information required by Items 4(a)-4(c) is set forth in Rows 5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons. The ownership percentages set forth therein and below are based on 31,353,906 shares of common stock outstanding as of February 28, 2020, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2020.

Pursuant to an underwritten public offering of the Issuer’s common stock (the “Offering”), on May 5, 2020, the Issuer, WP X Finance, L.P. (“WP X Finance”), Warburg Pincus X Partners, L.P. (“WPXP”) and the underwriters of the Offering (the “Underwriter”), entered into an Underwriting Agreement (the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, WP X Finance and WPXP sold an aggregate of 4,885,078 shares of common stock of the Issuer to the Underwriters.

As of May 7, 2020, 989,570 shares of the Issuer’s common stock, or 3.2%, are held by WP X Finance and 31,653 shares of the Issuer’s common stock, or 0.1%, are held by WPXP. WPX GP, L.P., a Delaware limited partnership (“WPX GP”), is the managing general partner of WP X Finance. Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), is the general partner of WPX GP. Warburg Pincus X, L.P., a Delaware limited partnership (“WPX LP”), is the general partner of WP X and WPXP. Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP LP”), is the general partner of WPX LP. WPP GP LLC, a Delaware limited liability company (“WPP GP”), is the general partner of WP X GP LP. Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership, is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company is the manager of WP X Finance, WPXP, and WP X. Each Reporting Entity expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer in excess of its economic interest therein.

Following the completion of the Offering, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer’s common stock.

 

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 certain of the reporting persons have 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.

 

14

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:

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act. The joint filing agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.1.

Each Reporting Entity expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer in excess of its economic interest therein.

 

Item 9

Notice of Dissolution of Group:

Not Applicable.

 

Item 10

Certifications:

Not Applicable.

 

15

INDEX TO EXHIBITS

 

Exhibit No.

   

Exhibit

99.1    Joint Filing Agreement, dated February 7, 2020 (incorporated by reference to Schedule 13G, filed with the SEC on February 7, 2020).

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.

Date: May 7, 2020

 

WP X FINANCE, L.P.
By: WPX GP, L.P., its managing general partner
By: Warburg Pincus Private Equity X, L.P., its general partner
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
By:   /s/ Robert B. Knauss
Name:   Robert B. Knauss
Title:   Partner

 

WPX GP, L.P.
By: Warburg Pincus Private Equity X, L.P., its general partner
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner

By: Warburg Pincus & Co., its managing member
By:   /s/ Robert B. Knauss
Name:   Robert B. Knauss
Title:   Partner

 

WARBURG PINCUS PRIVATE EQUITY X, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
By:   /s/ Robert B. Knauss
Name:   Robert B. Knauss
Title:   Partner

 

WARBURG PINCUS X PARTNERS, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
By:   /s/ Robert B. Knauss
Name:   Robert B. Knauss
Title:   Partner

 

18

WARBURG PINCUS X, L.P.
By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
By:   /s/ Robert B. Knauss
Name:   Robert B. Knauss
Title:   Partner

 

WARBURG PINCUS X GP L.P.
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
By:   /s/ Robert B. Knauss
Name:   Robert B. Knauss
Title:   Partner

 

WPP GP LLC
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
By:   /s/ Robert B. Knauss
Name:   Robert B. Knauss
Title:   Partner

 

19

WARBURG PINCUS PARTNERS, L.P.
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
By:   /s/ Robert B. Knauss
Name:   Robert B. Knauss
Title:   Partner

 

WARBURG PINCUS PARTNERS GP LLC
By: Warburg Pincus & Co., its managing member
By:   /s/ Robert B. Knauss
Name:   Robert B. Knauss
Title:   Partner

 

WARBURG PINCUS & CO.
By:   /s/ Robert B. Knauss
Name:   Robert B. Knauss
Title:   Partner

 

WARBURG PINCUS LLC
By:   /s/ Robert B. Knauss
Name:   Robert B. Knauss
Title:   Managing Director

 

20