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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/06/2019 |
3. Issuer Name and Ticker or Trading Symbol
ShockWave Medical, Inc. [ SWAV ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 1,105,529(2) | (4) | I | By Funds(5) |
| Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 1,016,492(3) | (4) | I | By Funds(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities are preferred stock of the Issuer. These securities are convertible upon the closing of the Issuer's initial public offering and do not have an expiration date. |
| 2. Consists of 745,139 shares of convertible preferred stock held by Venrock Associates VII, L.P., 212,500 shares of convertible preferred stock held by Venrock Healthcare Capital Partners II, L.P., 61,725 shares of convertible preferred stock held by Venrock Partners VII, L.P. and 86,165 shares of convertible preferred stock held by VHCP Co-Investment Holdings II, LLC. |
| 3. Consists of 382,238 shares of convertible preferred stock held by Venrock Associates VII, L.P., 428,744 shares of convertible preferred stock held by Venrock Healthcare Capital Partners II, L.P., 31,663 shares of convertible preferred stock held by Venrock Partners VII, L.P. and 173,847 shares of convertible preferred stock held by VHCP Co-Investment Holdings II, LLC. |
| 4. Each share of preferred stock will automatically convert on a 1-for-1 basis into common stock upon the closing of the Issuer's initial public offering. |
| 5. Venrock Management VII, LLC ("VM7") is the sole general partner of Venrock Associates VII, L.P. ("VA7") and Venrock Partners VII, L.P. ("VP7") and may be deemed to beneficially own these shares and expressly disclaims beneficial ownership over all shares held by VA7 and VP7 except to the extent of its indirect pecuniary interest therein. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. ("VHCP2") and the manager of VHCP Co-Investment Holdings II, LLC ("VHCP Co-Invest 2"), may be deemed to beneficially own these shares and expressly disclaims beneficial ownership over all shares held by VHCP2 and VHCP Co-Invest 2 except to the extent of its indirect pecuniary interest therein. Bong Koh and Nimish Shah are the managing members of VHCP Management II, LLC. Drs. Koh and Shah expressly disclaim beneficial ownership over all shares held by VHCP2 and VHCP Co-Invest 2 except to the extent of their indirect pecuniary interests therein. |
| /s/ David L. Stepp, Authorized Signatory | 03/06/2019 | |
| /s/ David L. Stepp, Authorized Signatory | 03/06/2019 | |
| /s/ David L. Stepp, Authorized Signatory | 03/06/2019 | |
| /s/ David L. Stepp, Authorized Signatory | 03/06/2019 | |
| /s/ David L. Stepp, Authorized Signatory | 03/06/2019 | |
| /s/ David L. Stepp, Authorized Signatory | 03/06/2019 | |
| /s/ David L. Stepp, Authorized Signatory | 03/06/2019 | |
| /s/ David L. Stepp, Authorized Signatory | 03/06/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||