UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

ShockWave Medical, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

82489T 104

(CUSIP Number)

Marc Began, Esq.

ABIOMED, Inc.

22 Cherry Hill Drive

Danvers, Massachusetts 01923

978-646-1400

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

March 11, 2019

(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 sent.

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).

This statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of ShockWave Medical, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 5403 Betsy Ross Drive, Santa Clara, California 95054.

(a)-(c); (f)    This statement on Schedule 13D is being filed by ABIOMED, Inc., a Delaware corporation (“ABIOMED”). The address of ABIOMED’s principal executive office is 22 Cherry Hill Drive, Danvers, Massachusetts 01923. ABIOMED is a leading provider of temporary mechanical circulatory support devices. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of ABIOMED are set forth in Schedule I hereto and are incorporated herein by reference.

(d)-(e)    During the last five years, neither ABIOMED nor, to the knowledge of ABIOMED, any of the persons listed on Schedule I hereto (i) has been convicted in any 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 violation with respect to such laws.

The information set forth in or incorporated by reference in Items 4 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

In December 2018, ABIOMED and the Issuer entered into a collaboration pursuant to which the parties will work together to integrate the Issuer’s products into ABIOMED’s physician training and education programs. In connection with entry into the collaboration, on December 6, 2018, ABIOMED acquired 1,090,608 shares of the Issuer’s Series D Preferred Stock for an aggregate purchase price of $15,000,000.55, or approximately $13.754 per share, which automatically converted into 1,090,608 shares of Common Stock immediately prior to the consummation of the Issuer’s initial public offering of Common Stock (the “IPO”) on March 11, 2019. In connection with its acquisition of shares of the Issuer’s Series D Preferred Stock, the Issuer granted to ABIOMED an option to purchase up to $10.0 million of shares of Common Stock at a price per share equal to the initial public offering price of the Common Stock. On March 11, 2019, pursuant to the exercise of this option, ABIOMED acquired 588,235 shares of Common Stock for an aggregate purchase price of $10,000,000, or approximately $17.000 per share. The foregoing gives effect to the 1-for-12.2 reverse stock split of the Common Stock and the Issuer’s Series D Preferred Stock, which become effective on February 22, 2019.

The funds for the acquisition of the shares of Common Stock reported as beneficially owned in this Schedule 13D came from the working capital of ABIOMED.

ABIOMED acquired the shares of Common Stock based on its assessment of the potential synergies between its and the Issuer’s product offerings and its belief that the Common Stock represents an attractive investment opportunity.

ABIOMED intends to review continuously its equity interest in the Issuer. ABIOMED may from time to time seek to engage in discussions with the Issuer’s board and management regarding potential business transactions between ABIOMED and the Issuer. Depending upon its evaluation of the market for the Common Stock, ABIOMED may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities then held by it, or cease buying or selling such securities; any such additional purchases or sales of securities of the Issuer may be in the open market, in privately negotiated transactions or otherwise.

ABIOMED may, from time to time, modify its present intentions as stated in this Item 4.

ABIOMED intends to continuously review its options but, except as set forth above, does not have at this time any specific plans that would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or Board of Directors of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer’s Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or by-laws that may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s Common Stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.

The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.

(a, b) The percentage of beneficial ownership reported in this Item 5, and on the cover page to this Schedule 13D, is based on a total of 27,761,762 shares of Common Stock issued and outstanding as of March 11, 2019, as reported in the Issuer’s final prospectus and free-writing prospectus, each dated as of March 6, 2019. All of the share numbers reported below, and on the cover page to this Schedule 13D, are as of March 21, 2019, unless otherwise indicated. The cover page to this Schedule 13D is incorporated by reference in its entirety into this Item 5(a, b).

ABIOMED directly holds, and thus has sole voting and dispositive power over, 1,678,843 shares of Common Stock, or approximately, 6.0% of the outstanding shares of Common Stock.

(c) Other than as described in Item 3 above, which is incorporated by reference in its entirety into this Item 5(c), ABIOMED has not effected any transaction in shares of the Common Stock from January 20, 2019 (the date 60 days prior to the filing of this Schedule 13D) to March 21, 2019.

(d) No person other than ABIOMED is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of shares of Common Stock beneficially owned by ABIOMED.

(e) Not applicable.

Amended and Restated Investors Rights Agreement

On December 6, 2018, ABIOMED, the Issuer and certain other holders of the Issuer’s equity securities entered into an Amended and Restated Investors Rights Agreement (the “Investors Rights Agreement”), which provides ABIOMED and certain other holders of equity securities of the Issuer with rights with respect to the registration of their shares of Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), as follows:

Demand Registration Rights – Beginning 180 days following the completion of the IPO, the holders of at least 40% of the registrable securities (as defined in the Investors Rights Agreement) have the right to require the Issuer, on not more than two occasions, to file a registration statement under the Securities Act, in order to register the resale of their shares of Common Stock, provided that such registration of shares would result in aggregate proceeds (after deducting the estimated underwriting discounts and commissions) of at least $10.0 million. The Issuer may, in certain circumstances, defer such registrations and the underwriters have the right, subject to certain limitations, to limit the number of shares included in such registrations.

Piggyback Registration Rights – After the completion of the IPO, if the Issuer proposes to register the offer and sale of any of its securities under the Securities Act, in connection with the public offering of such securities ABIOMED and certain other holders of shares of Common Stock will be entitled to “piggyback” registration rights, allowing those holders to include their shares in such registration, subject to certain limitations. If the Issuer’s proposed registration involves an underwriting, the managing underwriter of such offering will have the right to limit the number of shares to be underwritten for reasons related to the marketing of the shares.

S-3 Registration Rights – After the completion of the IPO, the Issuer is required to use commercially reasonable efforts to qualify for registration on Form S-3. After it is qualified for registration on Form S-3, the holders of registrable securities may make a written request that the Issuer register the offer and sale of their shares on Form S-3, provided that such registration of shares would result in an aggregate price to the public of not less than $2,000,000 and the Issuer has not effected two such registrations in the last 12 months. The Issuer may, in certain circumstances, defer such registrations and the underwriters have the right, subject to certain limitations, to limit the number of shares included in such registrations.

The foregoing summary of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Investor Rights Agreement, which was filed as Exhibit 4.1 to the Issuer’s Registration Statement on Form S-1 (File No. 333-229590) initially filed with the SEC on February 8, 2019, and is incorporated herein by reference.

Lock-up Agreement

In connection with the IPO, ABIOMED entered into a lock-up agreement (the “Lock-up Agreement”) pursuant to which it agreed, subject to certain exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of 180 days beginning on March 6, 2019, the date of the final prospectus relating to the IPO, without the prior written consent of the representatives of the underwriters.

The foregoing summary of the Lock-up Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Lock-Up Agreement filed herewith as Exhibit 2.

Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between ABIOMED and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

[signature pages follow]

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.

Schedule I

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of ABIOMED, are set forth below. If no business address is given, the director’s or executive officer’s business address is 22 Cherry Hill Drive, Danvers, Massachusetts 01923. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.

Directors

Executive Officers

Exhibit 2

FORM OF LOCK-UP LETTER

                                                                                  , 2019

Morgan Stanley & Co. LLC

Merrill Lynch, Pierce, Fenner & Smith

            Incorporated

1585 Broadway

New York, NY 10036

                    Incorporated

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BAML”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Shockwave Medical, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and BAML (the “Underwriters”), of shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley and BAML on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Restricted Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to:

In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley and BAML on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. “Change of Control” means the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an Underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity).

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the Public Offering.

If the undersigned is an officer or director of the Company, (i) Morgan Stanley and BAML agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Morgan Stanley and BAML will notify the Company of the impending release or waiver, and (ii) the Company will agree or has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Morgan Stanley and BAML hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

In the event of any early release (each, a “Release”) by Morgan Stanley and BAML of any shares of Common Stock held by any holder of the Company’s securities from the restrictions set forth in any lock-up letter with the Underwriters entered into in connection with the Public Offering (the “IPO Lockups”) (other than a Release of the undersigned or its affiliates), the undersigned’s shares of Common Stock subject to this lock-up letter will be released on a pro rata basis, based on the number of shares of Common Stock of the undersigned held on the date hereof, from the restrictions set forth in this lock-up letter (the “Pro Rata Release”); provided, that the Pro Rata Release shall not apply with respect to any Release of shares of Common Stock held by any employee of the Company unless and until the aggregate number of shares of the Common Stock held by employees of the Company released pursuant to such Release(s) exceeds, individually or in the aggregate, one percent of the aggregate number of shares of Common Stock outstanding immediately prior to the consummation of the Public Offering, and the Pro Rata Release will only apply with respect to Releases of shares of Common Stock in excess thereof. Notwithstanding the foregoing, the provisions of this paragraph shall not apply (1) if the Release is effected solely to permit a transfer not involving a disposition for value, (2) if the transferee agrees in writing to be bound by the

same terms described in this agreement to the extent and for the duration that such terms remain in effect at the time of transfer, (3) in the case of any secondary underwritten public offering of shares of Common Stock (including a secondary underwritten public offering with a primary component), (4) if the Release is granted to any individual party by Morgan Stanley and BAML in an amount of Common Stock, individually or in the aggregate, less than or equal to $5,000,000, or (5) if the Release is granted due to circumstances of an emergency or hardship as determined by Morgan Stanley and BAML in their sole judgment. Morgan Stanley and BAML shall use commercially reasonable efforts to promptly notify the Company of each such Release (provided that the failure to provide such notice shall not give rise to any claim or liability against Morgan Stanley and BAML or the Underwriters).

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

This lock-up letter shall automatically terminate and the undersigned shall be released from all obligations under this lock-up letter upon the earliest to occur, if any, of (i) the date the Company advises Morgan Stanley and BAML, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (ii) the date of the termination of the Underwriting Agreement (other than the provisions thereof which survive termination) if prior to the closing of the Public Offering or (c) June 30, 2019 if, and only if, the Underwriting Agreement has not been signed by such date (provided that the Company may by written notice to the undersigned prior to June 30, 2019 extend such date for a period of up to an additional three months).

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

This agreement and any claim, controversy or dispute arising under or related to this agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

[Signature page follows]

[Signature Page to Lock-Up Letter]