0001596770-16-000142.txt : 20160621 0001596770-16-000142.hdr.sgml : 20160621 20160621164605 ACCESSION NUMBER: 0001596770-16-000142 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160621 DATE AS OF CHANGE: 20160621 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIVEVE MEDICAL, INC. CENTRAL INDEX KEY: 0000879682 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 043153858 STATE OF INCORPORATION: B0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42378 FILM NUMBER: 161724824 BUSINESS ADDRESS: STREET 1: 150 COMMERCIAL STREET CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4085301900 MAIL ADDRESS: STREET 1: 150 COMMERCIAL STREET CITY: SUNNYVALE STATE: CA ZIP: 94086 FORMER COMPANY: FORMER CONFORMED NAME: PLC SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Alta Bioequities, L.P. CENTRAL INDEX KEY: 0001619236 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-362-4022 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 schedule13da.htm VIVEVE SCHEDULE 13D/A 6-21-16 schedule13da.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

(Amendment No. 3)*

VIVEVE MEDICAL, INC.
(Name of Issuer)

Common Stock, without par value per share
(Title of Class of Securities)

92852W105
(CUSIP Number)

Larry Randall
Alta Bioequities Management, LLC
One Embarcadero Center, Suite 3700
San Francisco, CA 94111
(415) 362-4022

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

June 17, 2016
(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 §§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.


(Continued on following pages)

(Page 1 of 8 pages)
———————
* 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 No. 92852W105 13D Page 2 of 8 Pages
 
1
NAME OF REPORTING PERSON
 
Alta Bioequities, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   [X]
(b)   [   ]
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
                               
NUMBER OF
7
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
907,204
EACH
REPORTING
PERSON
9
SOLE DISPOSITIVE POWER
 
0
WITH
 
10
SHARED DISPOSITIVE POWER
 
907,204
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
907,204
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.9% (1)
14
TYPE OF REPORTING PERSON (see instructions)
 
PN
(1)  
Based on 10,227,169 shares of Common Stock issued and outstanding consisting of (i) 10,201,919 shares of Common Stock issued and outstanding as of June 17, 2016, and (ii) immediately exercisable Warrants to purchase 25,250 shares of the Issuer’s Common Stock. Also takes into consideration the one for eight reverse stock split, which was effected by the Issuer on April 15, 2016.

 
 
 
 

CUSIP No. 92852W105 13D Page 3 of 8 Pages
 
1
NAME OF REPORTING PERSON
 
Alta Bioequities Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   [X]
(b)   [   ]
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
                               
NUMBER OF
7
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
907,204
EACH
REPORTING
PERSON
9
SOLE DISPOSITIVE POWER
 
0
WITH
 
10
SHARED DISPOSITIVE POWER
 
907,204
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
907,204
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.9% (1)
14
TYPE OF REPORTING PERSON (see instructions)
 
PN
(1)  
Based on 10,227,169 shares of Common Stock issued and outstanding consisting of (i) 10,201,919 shares of Common Stock issued and outstanding as of June 17, 2016, and (ii) immediately exercisable Warrants to purchase 25,250 shares of the Issuer’s Common Stock. Also takes into consideration the one for eight reverse stock split, which was effected by the Issuer on April 15, 2016.

 
 
 
 

CUSIP No. 92852W105 13D Page 4 of 8 Pages

1
NAME OF REPORTING PERSON
 
Daniel Janney
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)   [X]
(b)   [   ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
                               
NUMBER OF
7
SOLE VOTING POWER
 
5,065(1)
SHARES
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
907,204
EACH
REPORTING
PERSON
9
SOLE DISPOSITIVE POWER
 
5,065(1)
WITH
 
10
SHARED DISPOSITIVE POWER
 
907,204
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
912,269
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.9% (2)
14
TYPE OF REPORTING PERSON (see instructions)
 
IN
(1)  
Shares issuable upon exercise of stock options within 60 days of June 17, 2016.
(2)  
Based on 10,232,238 shares of Common Stock issued and outstanding consisting of (i) 10,201,919 shares of Common Stock issued and outstanding as of June 17, 2016, (ii) immediately exercisable Warrants to purchase 25,250 shares of the Issuer’s Common Stock; and (iii) options to purchase 5,065 shares of the Issuer’s Common Stock within 60 days of June 17, 2016. Also takes into consideration the one for eight reverse stock split, which was effected by the Issuer on April 15, 2016.


 
 
 
 

Explanatory Note
 
This Amendment No. 3 to Schedule 13D (this “Schedule 13D/A”) is being filed to amend the statement on Schedule 13D relating to the common stock, without par value per share (the “Common Stock”), of Viveve Medical, Inc., a Yukon Territory, Canada corporation (the “Issuer”), as filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2014 (the “Original Schedule 13D”) and amended by the filing of Amendment No. 1 to Schedule 13D, as filed with the SEC on May 14, 2015 and further amended by the filing of Amendment No. 2 to Schedule 13D, as filed with the SEC on December 2, 2015 (Amendments Nos. 1 and 2, together with the Original Schedule 13D, the “Amended Schedule 13D”). This Schedule 13D/A is being filed to report further purchases of shares of the Issuer’s Common Stock by Alta Bioequities, L.P. (the “Fund”) The Amended Schedule 13D is hereby amended and supplemented as detailed below and, except as amended and supplemented hereby, the Amended Schedule 13D remains in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to the terms in the Amended Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 of the Amended Schedule 13D is hereby amended by adding the following to the end thereof:

On June 17, 2016, the Fund purchased 200,000 shares of Common Stock for $1,000,000 in a firm commitment underwritten offering at a public offering price of $5.00 per share.

The source of the funds for the purchase of the shares of the Issuer’s Common Stock by the Fund was capital contributions from the Fund’s general and limited partners.

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Amended Schedule 13D is hereby amended and restated in its entirety as follows:

The Fund is the record owner of the shares of the Issuer’s Common Stock.  As the sole general partner of the Fund, Alta GP may be deemed to beneficially own the shares of the Issuer’s Common Stock owned by the Fund.  As a director of Alta GP, the Managing Director may be deemed to beneficially own the shares of the Issuer’s Common Stock owned by the Fund.
 
(a) The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each of the Fund and Alta GP is set forth on line 13 of such Reporting Person’s cover sheet.  The percentage set forth on line 13 is based on the sum of (i) 10,201,919 shares of Common Stock outstanding as of June 17, 2016, as reported in the Issuer’s Prospectus filed with the SEC by the Issuer on June 14, 2016; and (ii) immediately exercisable Warrants to purchase 25,250 shares of the Issuer’s Common Stock held by the Fund.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by the Managing Director is set forth on line 13 of such Reporting Person’s cover sheet.  The percentage set forth on line 13 is based on the sum of (i) 10,201,919 shares of Common Stock outstanding as of June 17, 2016, as reported in the Issuer’s Prospectus filed with the SEC by the Issuer on June 14, 2016; (ii) immediately exercisable Warrants to purchase 25,250 shares of the Issuer’s Common Stock held by the Fund; and (iii) options to purchase 5,065 shares of the Issuer’s Common Stock held by the Managing Director, which are exercisable within 60 days of June 17, 2016.
 
(b)
Regarding the number of shares as to which such person has:
 
(i)
 sole power to vote or to direct the vote: See line 7 of cover sheets
 
(ii)
shared power to vote or to direct the vote: See line 8 of cover sheets
 
(iii)
sole power to dispose or to direct the disposition: See line 9 of cover sheets
 
(iv)
shared power to dispose or to direct the disposition: See line 10 of cover sheets
 
(c)
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
 
 
 
 
 
 
(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by any of the Reporting Persons.
 
(e)
Not applicable.

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

Not Applicable

Item 7.  Material to be Filed as Exhibits.

 
Exhibit A - Joint Filing Agreement.



 
 
 
 



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.


Date:  June 21, 2016
 
 
 
ALTA BIOEQUITIES, L.P.
 
By:   Alta Bioequities Management, LLC, its general partner
 
By:  /s/ Daniel Janney                                    
Managing Director
 
ALTA BIOEQUITIES MANAGEMENT, LLC
 
By:   /s/ Daniel Janney                                   
Managing Director
 
 
 
/s/ Daniel Janney                                              
Daniel Janney



 
 
 
 

EXHIBIT A

AGREEMENT

JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Viveve Medical, Inc. and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned.


Date: June 21, 2016
 
 
ALTA BIOEQUITIES, L.P.
 
By:   Alta Bioequities Management, LLC, its general partner
 
By:  /s/ Daniel Janney                                    
Managing Director
 
ALTA BIOEQUITIES MANAGEMENT, LLC
 
By:   /s/ Daniel Janney                                   
Managing Director
 
 
 
/s/ Daniel Janney                                              
Daniel Janney