Statement of Ownership (sc 13g)
September 13 2019 - 8:44AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Avedro,
Inc.
(Name
of Issuer)
Common
Stock, $0.00001 par value per share
(Title
of Class of Securities)
05355N109
(CUSIP
Number)
February
19, 2019
(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 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. 05355N109
|
13G
|
Page
2 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
LAV Agile Limited (“LAVA”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b)
☒
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
856,591 shares, except that Yi Shi, the managing partner
of LAVA, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
856,591 shares, except that Yi Shi, the managing partner
of LAVA, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
856,591
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0(1)
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
(1)
|
This
percentage is calculated based upon 17,060,631 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s
Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on February 14, 2019.
|
CUSIP
No. 05355N109
|
13G
|
Page
3 of 9 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LAV
Opportunity Limited (“LAVO”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
357,142
shares, except that Yi Shi, the managing partner of LAVO, may be deemed to have shared power to vote these shares.
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
357,142
shares, except that Yi Shi, the managing partner of LAVO, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,142
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1(1)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
(1)
|
This
percentage is calculated based upon 17,060,631 shares of the Issuer’s Common Stock outstanding, as set forth in the
Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on February
14, 2019.
|
CUSIP
No. 05355N109
|
13G
|
Page
4 of 9 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Yi
Shi
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares.
|
6
|
SHARED
VOTING POWER
1,213,733
shares, 856,591 of which are directly owned by LAVA and 357,142 of which are directly owned by LAVO. Yi Shi, the managing partner
of LAVA and LAVO, may be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
0
shares.
|
8
|
SHARED
DISPOSITIVE POWER
1,213,733
shares, 856,591 of which are directly owned by LAVA and 357,142 of which are directly owned by LAVO. Yi Shi, the managing partner
of LAVA and LAVO, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,213,733
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1(1)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
(1)
|
This
percentage is calculated based upon 17,060,631 shares of the Issuer’s Common Stock outstanding, as set forth in the
Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on February
14, 2019.
|
CUSIP
No. 05355N109
|
13G
|
Page 5
of 9 Pages
|
|
Item
1(a)
|
Name
of Issuer:
Avedro, Inc.
|
|
Item
1(b)
|
Address
of Issuer’s Principal Executive Offices:
201 Jones Road, Waltham, Massachusetts 02451
|
|
Item
2(a)
|
Name
of Persons Filing:
|
This Statement is filed by LAV Agile Limited (“LAVA”), LAV Opportunity Limited (“LAVO”) and Dr. Yi Shi.
The foregoing entities and individual are collectively referred to as the “Reporting Persons.”
Dr.
Shi is the managing partner of LAVA and LAVO, and may be deemed to have shared power to vote and shared power to dispose of shares
of the Issuer directly owned by LAVA and LAVO.
|
Item
2(b)
|
Address
of Principal Business Office or, If None, Residence:
The address for LAVA, LAVO and Dr. Shi is Unit 902-904,
Two Chinachem Central, 26 Des Voeux Road Central, Hong Kong.
|
LAVA
and LAVO are British Virgin Islands business companies. Dr. Shi is a United States citizen.
|
Item
2(d)
|
Title
of Class of Securities:
Common Stock, $0.00001 par value per share
|
Item
2(e) CUSIP Number:
CUSIP #05355N109
The
following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as
of February 19, 2019:
|
(a)
|
Amount
beneficially owned:
|
See
Row 9 of cover page for each Reporting Person.
See
Row 11 of cover page for each Reporting Person.
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
See
Row 5 of cover page for each Reporting Person.
CUSIP
No. 05355N109
|
13G
|
Page 6
of 9 Pages
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
See
Row 6 of cover page for each Reporting Person.
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
See
Row 7 of cover page for each Reporting Person.
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
See
Row 8 of cover page for each Reporting Person.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
Not applicable.
|
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person
Not applicable.
|
|
Item
7.
|
Identification
and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
CUSIP
No. 05355N109
|
13G
|
Page
7 of 9 Pages
|
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.
Dated:
September 12, 2019
|
LAV
AGILE LIMITED
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
|
LAV
OPPORTUNITY LIMITED
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
Yi
Shi
|
/s/
Yi Shi
|
|
Yi
Shi
|
CUSIP
No. 05355N109
|
13G
|
Page
8 of 9 Pages
|
EXHIBIT
INDEX
CUSIP
No. 05355N109
|
13G
|
Page
9 of 9 Pages
|
EXHIBIT
A
Agreement
of Joint Filing
The
undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Avedro, Inc. shall
be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Dated:
September 12, 2019
|
LAV
AGILE LIMITED
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
|
LAV
OPPORTUNITY LIMITED
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
Yi
Shi
|
/s/
Yi Shi
|
|
Yi
Shi
|
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