Amended Statement of Ownership (sc 13g/a)
July 14 2016 - 8:00AM
Edgar (US Regulatory)
UN
I
TED
S
T
A
T
E
S
SE
C
U
R
ITI
E
S
AND
E
X
CHA
N
GE
C
OMM
I
SS
I
ON
W
A
SHING
T
ON,
DC
2
0
549
SCHEDULE
13G
U
n
der
the
Securi
t
ies
E
x
chan
g
e
Act
of
1
9
34
(
A
m
e
ndm
e
nt
N
o
. 2)*
Symmetry
Surgical Inc.
(
N
a
me
o
f
Is
s
u
er)
Comm
o
n
S
t
oc
k
,
par
value
$
0
.0
0
01
per
s
h
are
(
T
itle
of
Class
of
Securi
t
ies)
87159G100
(CUSIP
Number)
July
5, 2016
(Date
of
Event
Which
Requires
Filing
of
this
Statement)
Check
the
a
p
pro
p
ria
t
e
b
ox
t
o
desig
n
ate
the
ru
l
e
p
u
rsuant
to
w
h
ich
th
i
s
Sc
h
e
d
u
le
is filed:
[ ]
R
u
le
1
3
d
-
1(
b
)
[X] Rule
13d-1(c)
[
]
R
u
le
1
3
d
-
1(
d
)
*The
remainder
of
this
cover
p
a
ge
shall
be
fi
l
led
out
for
a
reporting
perso
n
’s
initial
fil
i
ng
on
this
form
wi
t
h respect
to
t
h
e
s
u
b
j
e
ct
cl
a
ss
o
f
s
e
c
u
riti
es,
a
n
d
f
o
r
a
n
y
s
ub
se
qu
e
n
t
a
m
en
d
m
e
n
t
co
n
t
a
i
nin
g
inf
o
rm
a
tio
n
w
h
ic
h
w
o
ul
d
a
l
te
r
t
h
e di
s
closures
provided
in
a
prior
co
v
e
r
p
a
g
e
.
The
information
required
in
t
h
e
remainder
of
this
cover
page
shall
not
be
d
e
emed
to
be
“f
i
le
d
”
f
o
r
the
p
u
rpose
of Sect
i
on
1
8
o
f
the
Secur
i
ties
E
x
chan
g
e
Act
of
1
934
(“Act”)
or
otherw
i
s
e
sub
j
ect
to
the
liabil
i
ties
of
that
section
of
the Act
but
shall
be
subject
to
all
other
provisions
of
the
Act
(howeve
r
,
see
the
Notes).
CUSIP No. 87159G100
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RTW
Investments, LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
|
5.
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY EACH
|
6.
|
SHARED
VOTING POWER
0
|
|
REPORTING
PERSON
WITH
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA
|
CUSIP
No. 87159G100
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RTW
Master Fund, Ltd.
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
|
5.
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY EACH
|
6.
|
SHARED
VOTING POWER
0
|
|
REPORTING
PERSON
WITH
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP
No. 87159G100
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roderick
Wong
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
NUMBER
OF
|
5.
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY EACH
|
6.
|
SHARED
VOTING POWER
0
|
|
REPORTING
PERSON
WITH
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC
|
|
Item
1.
|
(a).
|
Name
of Issuer:
Symmetry
Surgical Inc.
|
|
|
(b).
|
Address
of issuer’s principal executive offices:
|
|
|
|
|
|
|
|
3034
Owen Drive
|
|
|
|
Antioch,
TN 37013
|
|
Item
2.
|
(a).
|
Name
of person filing:
|
|
|
|
|
|
|
|
RTW
Investments, LLC
|
|
|
|
RTW
Master Fund, Ltd.
|
|
|
|
Roderick
Wong
|
|
|
(b).
|
Address
or principal business office or, if none, residence:
|
|
|
|
|
|
|
|
RTW
Investments, LLC
250
West 55
th
Street, 16
th
Floor
|
|
|
|
Suite
A
|
|
|
|
New
York, New York 10019
|
|
|
|
|
|
|
|
RTW
Master Fund, Ltd.
|
|
|
|
c/o
Intertrust Corporate Services (Cayman) Limited
|
|
|
|
190
Elgin Avenue
|
|
|
|
George
Town
|
|
|
|
Grand
Cayman KY1-9001
|
|
|
|
Cayman
Islands
|
|
|
|
|
|
|
|
Roderick
Wong
|
|
|
|
c/o
RTW Investments, LLC
250
West 55
th
Street, 16
th
Floor
|
|
|
|
Suite
A
|
|
|
|
New
York, New York 10019
|
|
|
(c).
|
Citizenship:
|
|
|
|
|
|
|
|
RTW
Investments, LLC – Delaware
|
|
|
|
RTW
Master Fund, Ltd. – Cayman Islands
|
|
|
|
Roderick
Wong – United States of America
|
|
|
(d).
|
Title
of class of securities:
|
|
|
|
|
|
|
|
Common
Stock, par value $0.0001 per share
|
|
|
(e).
|
CUSIP
No.:
|
|
|
|
|
|
|
|
87159G100
|
|
Item
3.
|
If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is
a
|
|
|
|
|
|
N/A
|
|
|
|
|
Item
4.
|
Ownership.
|
|
|
|
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
|
|
|
|
|
|
|
(a)
|
Amount
beneficially owned:
|
|
|
|
|
|
|
|
|
RTW
Investments, LLC – 0*
|
|
|
|
RTW
Master Fund, Ltd. –0*
|
|
|
|
Roderick
Wong –0*
|
|
|
(b)
|
Percent
of class:
|
|
|
|
RTW
Investments, LLC – 0.0%*
|
|
|
|
RTW
Master Fund, Ltd. – 0.0%*
|
|
|
|
Roderick
Wong – 0.0%*
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
|
|
|
|
|
|
|
RTW
Investments, LLC – 0
|
|
|
|
|
RTW
Master Fund, Ltd. – 0
|
|
|
|
|
Roderick
Wong – 0
|
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
|
|
|
|
|
|
|
|
RTW
Investments, LLC –0*
|
|
|
|
|
RTW
Master Fund, Ltd. –0*
|
|
|
|
|
Roderick
Wong – 0*
|
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
|
|
RTW
Investments, LLC – 0
|
|
|
|
|
RTW
Master Fund, Ltd. – 0
|
|
|
|
|
Roderick
Wong – 0
|
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
|
|
RTW
Investments, LLC – 0*
|
|
|
|
|
RTW
Master Fund, Ltd. – 0*
|
|
|
|
|
Roderick
Wong – 0*
|
*
This report shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities
reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each
of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting
person’s pecuniary interest therein.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [X].
|
|
|
|
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
|
|
|
|
|
If
any other person 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, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
|
|
|
|
|
|
N/A
|
|
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
|
|
|
|
|
|
|
|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
|
|
|
|
|
|
N/A
|
|
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
|
|
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
|
|
|
|
N/A
|
|
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
|
|
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5.
|
|
|
|
|
|
N/A
|
|
|
|
|
Item
10.
|
Certification.
|
|
|
|
|
|
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.
|
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.
|
Dated:
July 14, 2016
|
RTW
Investments, LLC
|
|
|
|
|
|
|
By:
|
/s/
Roderick Wong
|
|
|
Roderick
Wong, Managing Member
|
|
|
|
|
|
|
RTW
Master Fund, Ltd.
|
|
|
|
|
|
|
By:
|
/s/
Roderick Wong
|
|
|
Roderick
Wong, Director
|
|
|
|
|
|
|
Roderick
Wong
|
|
|
|
|
|
|
By:
|
/s/
Roderick Wong
|
|
|
Roderick
Wong, Individually
|
The
original
statement
shall
be
signed
by
each
person
on
whose
behalf
the
statement
is
filed
or
his
authorized
representative.
If
the
statement
is
signed
on
behalf
of
a
person
by
his
authorized
representative
other
than
an
executive
officer
or
general
partner
of
the
filing
person,
evidence
of
the
representative’s
authority
to
sign
on
behalf
of
such
person
shall
be
filed
with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any
title
of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to
be
sent.
Attention.
Intentional
misstatements
or
omissions
of
fact
constitute
Federal
criminal
violations
(see
18
U.S.C.
1001).
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