trivas_13g_a2.htm
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment
No. 2)*
TriVascular Technologies, Inc.
|
(Name of Issuer)
|
Common
Stock, $0.01 par value per share
|
(Title of Class of
Securities)
|
89685A102
|
(CUSIP
Number)
|
December 31, 2015
|
(Date of Event Which
Requires Filing of this Statement)
|
ý 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 the disclosures provided in a prior cover page.
The
information required in 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).
(1)
|
Names of Reporting Persons.
|
Redmile Group, LLC
|
(2)
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
(a)
¨
(b)
¨
|
(3)
|
SEC Use Only
|
(4)
|
Citizenship or Place of Organization
|
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
(5)
|
Sole Voting Power
|
1,462,762
|
(6)
|
Shared Voting Power
|
0
|
(7)
|
Sole Dispositive Power
|
1,462,762
|
(8)
|
Shared Dispositive Power
|
0
|
(9)
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
1,462,762
|
(10)
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
(11)
|
Percent of Class Represented by Amount in Row
(9)
|
7.11%
|
(12)
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
|
|
2
(1)
|
Names of Reporting Persons.
|
JEREMY C. GREEN
|
(2)
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
(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
|
(6)
|
Shared Voting Power
|
1,462,762
|
(7)
|
Sole Dispositive Power
|
0
|
(8)
|
Shared Dispositive Power
|
1,462,762
|
(9)
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
1,462,762
|
(10)
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
(11)
|
Percent of Class Represented by Amount in Row
(9)
|
7.11%
|
(12)
|
Type of Reporting Person (See Instructions)
|
IN
|
|
|
|
|
|
|
|
|
3
Item
1(a). Name of Issuer:
TriVascular Technologies, Inc.
Item
1(b). Address of Issuer’s Principal Executive Offices:
3910 Brickway Blvd
Santa Rosa, CA 95403
Item
2(a). Names of Persons Filing:
Redmile Group, LLC (“Redmile”)
Jeremy C. Green (“Jeremy Green”)
The
principal business address of each reporting person is One Letterman Drive, Bldg D, Ste D3-300, San Francisco, CA 94129.
Item
2(c). Citizenship:
Reference
is made to Item 4 of pages 2–3 of this Schedule 13G (this “Schedule”),
which Items are incorporated by reference herein.
Item
2(d). Title of Class of Securities:
Common
Stock, $.001 par value per share
Item
2(e). CUSIP Number:
89685A102
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:
¨
(a) Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
¨
(b) Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
¨
(c) Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
¨
(d) Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C 80a-8).
ý
(e) An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
¨
(f) An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F);
¨
(g) A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G);
4
¨
(h) A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
¨
(i) A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C.
80a-3);
¨
(j) Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item
4. Ownership.
Reference
is hereby made to Items 5-9 and 11 of pages 2 - 3 of this Schedule,
which Items are incorporated by reference herein.
The
securities to which this Schedule relates (the “Securities”) are owned
by certain investment limited partnerships, pooled investment vehicle(s), separately managed accounts, etc. for which Redmile serves as
the general partner and/or investment manager.
Redmile, as the general partner and/or investment manager to the limited partnerships, pooled investment vehicle(s), separately managed accounts, etc. and Jeremy Green, as the majority managing member and
owner of Redmile, may therefore be deemed to beneficially own Securities
owned by such investment limited partnerships, pooled investment vehicle(s), separately managed accounts, etc. for the purposes of Rule
13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”),
insofar as they may be deemed to have the power to direct the voting or
disposition of those Securities.
Neither
the filing of this Schedule nor any of its contents shall be deemed to
constitute an admission that Redmile or Jeremy Green is, for any other purpose, the beneficial owner of any of the
Securities, and each of Redmile and Jeremy Green disclaims beneficial ownership as to the Securities, except to
the extent of his or its pecuniary interests therein.
Under the
definition of “beneficial ownership” in Rule 13d-3 under the Act, it is
also possible that the individual general partners, executive officers,
and members of the foregoing entities might be deemed the “beneficial
owners” of some or all of the Securities insofar as they may be deemed
to share the power to direct the voting or disposition of the
Securities. Neither the filing of this Schedule nor any of its
contents shall be deemed to constitute an admission that any of such
individuals is, for any purpose, the beneficial owner of any of the
Securities, and such beneficial ownership is expressly disclaimed.
The calculation of percentage of beneficial
ownership in item 11 above was derived from the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015
in which the Issuer stated that the number of shares of its common stock outstanding as of October 31, 2015 was 20,571,028.
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 [ ].
Item
6. Ownership of More than Five Percent on
Behalf of Another Person.
Redmile
serves as general partner and investment manager to certain investment
limited partnerships, pooled investment vehicle(s), separately managed accounts, etc. that have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the Securities. Other than as reported in this Schedule, no
investment limited partnerships, pooled investment vehicle(s), separately managed accounts, etc. holdings exceed five percent of the
Issuer’s common stock.
Item
7. Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
Not
Applicable.
Item
8. Identification and Classification of
Members of the Group
Not
Applicable.
Item
9. Notice of Dissolution of Group
Not
Applicable.
Item
10. Certification
By
signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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, the
undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 16, 2016
|
REDMILE GROUP, LLC
By: /s/ Jeremy C. Green
Jeremy C. Green
Its Managing Member
|
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