SC 13D 1 viveve13d.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ___________)

Viveve Medical, Inc.

(Name of Issuer)

common stock, no par value

(Title of Class of Securities)

92852W105

(CUSIP Number)

James J. Frolik, Esq.
Ellyn Roberts, Esq.
Shartsis Friese LLP
One Maritime Plaza, 18^th Floor
San Francisco, CA 94111
(415) 421-6500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 14, 2015

(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-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 section 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 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP 92852W105

Names of Reporting Persons.

Stonepine Capital, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ______

(b) X

3. SEC Use Only

4. Source of Funds (See Instructions) WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 0

8. Shared Voting Power 15,540,540

9. Sole Dispositive Power 0

10. Shared Dispositive Power 15,540,540

11. Aggregate Amount Beneficially Owned by Each Reporting Person 15,540,540

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 30.6%

14. Type of Reporting Person (See Instructions) PN

CUSIP 92852W105

Names of Reporting Persons.

Stonepine Capital Management, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ______

(b) X

3. SEC Use Only

4. Source of Funds (See Instructions) AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization California

Number of

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 0

8. Shared Voting Power 15,540,540

9. Sole Dispositive Power 0

10. Shared Dispositive Power 15,540,540

11. Aggregate Amount Beneficially Owned by Each Reporting Person 15,540,540

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 30.6%

14. Type of Reporting Person (See Instructions) IA, HC

CUSIP 92852W105

Names of Reporting Persons.

Jon M. Plexico

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ______

(b) X

3. SEC Use Only

4. Source of Funds (See Instructions) AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.A.

Number of

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 0

8. Shared Voting Power 15,540,540

9. Sole Dispositive Power 0

10. Shared Dispositive Power 15,540,540

11. Aggregate Amount Beneficially Owned by Each Reporting Person 15,540,540

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 30.6%

14. Type of Reporting Person (See Instructions) HC, IN

CUSIP 92852W105

Names of Reporting Persons.

Timothy P. Lynch

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ______

(b) X

3. SEC Use Only

4. Source of Funds (See Instructions) AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.A.

Number of

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 0

8. Shared Voting Power 15,540,540

9. Sole Dispositive Power 0

10. Shared Dispositive Power 15,540,540

11. Aggregate Amount Beneficially Owned by Each Reporting Person 15,540,540

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 30.6%

14. Type of Reporting Person (See Instructions) HC, IN

CUSIP 92852W105

This statement relates to shares of common stock, no par value (the “Stock”) of Viveve Medical, Inc. (the “Issuer”). The principal executive office of the Issuer is located at 50 Commercial Street, Sunnyvale, CA 94806.

Item 2. Identity and Background

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

(a)

Stonepine Capital, L.P. (the “Fund”)
Stonepine Capital Management, LLC (the “General Partner”)
Jon M. Plexico
Timothy P. Lynch
(collectively, the “Filers”).

(b)

The business address of the Filers is
P.O. Box 250, Bend, OR 97709

(c)

The Fund is a healthcare-focused investment fund. The General Partner is its investment adviser and general partner. Mr. Plexico and Mr. Lynch are the managing members and control persons of the General Partner.

(d)

During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Filers 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 violation with respect to such laws.

(f)

The Fund is organized in Delaware and the General Partner is organized in California. Mr. Plexico and Mr. Lynch are U.S. citizens.

CUSIP 92852W105

Item 3. Source and Amount of Funds or Other Consideration

The source and amount of funds used in purchasing the Stock were as follows:

Purchaser	Source of Funds	Amount

The Fund	Working Capital	$5,749,999.80

Item 4. Purpose of Transaction

Pursuant to a Securities Purchase Agreement dated May 12, 2015 (the “Purchase Agreement”), among the Issuer and certain purchasers, including the Fund (the “Purchasers”), the Filers acquired the Stock on May 14, 2015 in a private placement (the “Private Placement”) for investment purposes.

Pursuant to a Letter Agreement dated May 12, 2015, entered into between the Issuer and the Fund in connection with the Private Placement, for so long as the Fund owns at least 15% of the Issuer’s outstanding equity securities, (1) the Fund has the option, but not the obligation, to designate a representative to serve on the Issuer’s board of directors and (2) subject to certain exceptions, the Issuer and its subsidiaries may not contract with any party for any equity financing or issue any equity securities or securities convertible or exchangeable into or for equity securities (including debt with an equity component), unless the Issuer first notifies the Fund of such offering and provides the Fund an option to purchase up to the percentage of the securities so offered obtained by dividing (a) the aggregate number of shares of the Stock initially issued to the Fund on the date of the Private Placement by (b) the aggregate number of shares of the Stock outstanding, on a fully diluted basis, on the date of the Private Placement.

Subject to the terms of a Registration Rights Agreement dated May 12, 2015, entered into among the Issuer and the Purchasers in connection with the Private Placement, the Issuer has agreed to use its commercially reasonable efforts to file a registration statement for the Stock and to cause it to be declared effective under the Securities Act of 1933, as amended, generally within 90 days after filing, and to use commercially reasonable efforts to keep it continuously effective until the Stock (a) has been sold, thereunder or pursuant to Rule 144, or (b) may be sold without compliance with Rule 144.

The Purchase Agreement, Registration Rights Agreement and Letter Agreement are incorporated as exhibits hereto by reference to Exhibits 10.6, 10.7 and 10.8 of the Issuer’s Form 10-Q filed May 15, 2015.

The Filers may decide to purchase at any time or times additional shares of Stock or other securities of the Issuer. They also may at any time or times dispose of any or all securities of the Issuer in any lawful manner. In pursuing their investment purposes, the Filers may also engage in option, swap or other derivative securities transactions with respect to or otherwise deal in the Stock at times, and in such manner, as they deem advisable to benefit from changes in the Stock's market price, changes in the Issuer's operations, business strategy or prospects, or from the sale or merger of the Issuer. To evaluate such alternatives, the Filers routinely will monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure and prevailing market conditions, as well as alternative investment opportunities, the Filers' liquidity requirements and other investment considerations. Consistent with their investment and evaluation criteria, the Filers may discuss such matters with the Issuer's management, board of directors, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may result in, the Filers' selling or acquiring more Stock.

If the Fund appoints a representative to the Issuer’s board of directors, such representative will consider and vote on, and may discuss with other board members or stockholders, matters that may come before the board. The Filers reserve to such representative all rights of a member of the board of directors.

The Filers also may propose other changes in the Issuer’s operations, governance or capitalization, or one or more of the other actions described in sections (a) through (j) of Item 4 of Schedule 13D. The Filers also may formulate other plans and take such actions with respect to the Stock.

Item 5. Interest in Securities of the Issuer

The beneficial ownership of the Stock by each Filer at the date hereof is reflected on that Filer’s cover page.

The Fund purchased 15,540,540 shares of the Stock in the Private Placement for an aggregate purchase price of $5,749,999.90. Such transaction is the only transaction in the Stock by the Filers since 60 days before the date on the cover page.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

The General Partner is the general partner and investment adviser of the Fund pursuant to an agreement of limited partnership that provides to the General Partner the authority, among other things, to invest the Fund’s assets in the Stock, to vote and dispose of the Stock and to file this statement on behalf of the Fund. Pursuant to such agreement, the General Partner is entitled to allocations or other compensation based on the Fund’s realized and unrealized gains. The Fund holds the Stock for the benefit of its investors.

The Filers are filing this Schedule 13D jointly, but not as members of a group, and each disclaims membership in a group. Each Filer also disclaims beneficial ownership of the Stock except to the extent of that Filer’s pecuniary interest therein. In addition, the filing of this Schedule 13D on behalf of the Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the Stock covered by this Schedule 13D.

CUSIP 92852W105

Item 7. Material to Be Filed as Exhibits

Exhibit A Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G

Exhibit B Purchase Agreement, incorporated by reference to Exhibit 10.6 to the Issuer’s Form 10-Q filed May 15, 2015

Exhibit C Registration Rights Agreement, incorporated by reference to Exhibit 10.7 to the Issuer’s Form 10-Q filed May 15, 2015

Exhibit D Letter Agreement, incorporated by reference to Exhibit 10.8 to the Issuer’s Form 10-Q filed May 15, 2015

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 21, 2015

	STONEPINE CAPITAL, L.P. By: Stonepine Capital Management, LLC, General Partner By: Jon. M. Plexico Managing Member

	STONEPINE CAPITAL MANAGEMENT, LLC By: Jon M. Plexico Managing Member
	Jon M. Plexico
	Timothy P. Lynch

CUSIP 92852W105

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5 (and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint Stonepine Capital, L.P., a Delaware limited partnership, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.

Dated: June 30, 2014

	STONEPINE CAPITAL, L.P. By: Stonepine Capital Management, LLC, General Partner By: Jon. M. Plexico Managing Member

	STONEPINE CAPITAL MANAGEMENT, LLC By: Jon M. Plexico Managing Member
	Jon M. Plexico
	Timothy P. Lynch