Hansen Medical Inc - Amended Statement of Ownership (SC 13G/A)
14 2월 2008 - 8:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) and (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting persons 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).
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CUSIP NO.
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411307 10 1
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13 G
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Page
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2
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of
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8 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prospect Venture Partners II, L.P.
IRS No. 77-0565416
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,387,529 shares of Common Stock (2)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH
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8
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SHARED DISPOSITIVE POWER
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1,387,529 shares of Common Stock (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,387,529 shares of Common Stock (2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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6.37% (3)
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12
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TYPE OF REPORTING
PERSON
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PN
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(1) This Schedule 13G
is filed by Prospect Venture Partners II, L.P., a Delaware limited
partnership (PVP II), Prospect Associates II, L.P., a Delaware limited partnership (PA II), Prospect Management Co. II, L.L.C., a Delaware limited liability company (PMC II, together with PVP II and PA II,
collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 1,366,717 shares held by PVP II; and (ii) 20,812
shares held by PA II. PMC II serves as the general partner of PVP II and PA II, and owns no securities of the
Issuer directly. The information
with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule
13G is provided as of December 31, 2007.
(3) This percentage is calculated based upon 21,773,726 shares of the Common Stock outstanding as of October 26, 2007 as reported on the Issuers 10-Q as filed with the Securities Exchange Commission on November 2, 2007.
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CUSIP NO.
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411307 10 1
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13 G
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Page
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3
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of
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8 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prospect Associates II, L.P.
IRS No. 77-0584739
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
þ
(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,387,529 shares of Common Stock (2)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH
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8
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SHARED DISPOSITIVE POWER
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1,387,529 shares of Common Stock (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,387,529 shares of Common Stock (2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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6.37% (3)
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12
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TYPE OF REPORTING PERSON
*
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PN
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(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 1,366,717 shares held by PVP II; and (ii) 20,812
shares held by PA II. PMC II serves as the general partner of PVP II and PA II, and owns no securities of the
Issuer directly. The information
with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule
13G is provided as of December 31, 2007.
(3) This percentage is calculated based upon 21,773,726 shares of the Common Stock outstanding as of October 26, 2007 as reported on the Issuers 10-Q as filed with the Securities Exchange Commission on November 2, 2007.
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CUSIP NO.
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411307 10 1
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13 G
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Page
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4
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of
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8 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prospect Management Co. II, L.L.C.
IRS No. 77-0565417
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
þ
(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,387,529 shares of Common Stock (2)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH
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8
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SHARED DISPOSITIVE POWER
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1,387,529 shares of Common Stock (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,387,529 shares of Common Stock (2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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6.37% (3)
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12
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TYPE OF REPORTING
PERSON
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OO
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(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 1,366,717 shares held by PVP II; and (ii) 20,812
shares held by PA II. PMC II serves as the general partner of PVP II and PA II, and owns no securities of the
Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.
(3) This percentage is calculated based upon 21,773,726 shares of the Common Stock outstanding as of October 26, 2007 as reported on the Issuers 10-Q as filed with the Securities Exchange Commission on November 2, 2007.
TABLE OF CONTENTS
Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in
respect of shares of Common Stock, par value $0.0001 per share (Common Stock), of Hansen Medical,
Inc. (the Issuer).
Item 1
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(a) Name of Issuer:
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Hansen Medical, Inc.
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(b) Address of Issuers Principal Executive Offices:
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380 North Bernardo Avenue
Mountain View, California 94043
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Item 2
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(a)
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Name of Person(s) Filing:
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Prospect Venture Partners II, L.P. (PVP II)
Prospect Associates II, L.P. (PA II)
Prospect Management Co. II, L.L.C. (PMC II)
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(b) Address of Principal Business Office:
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c/o Prospect Venture Partners
435 Tasso Street, Suite 200
Palo Alto, California 94301
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Entities:
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PVP II
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-
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Delaware, United States of America
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PA II
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-
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Delaware, United States of America
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PMC II
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-
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Delaware, United States of America
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(d) Title of Class of Securities:
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Common Stock
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(e) CUSIP Number:
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411307 10 1
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Page 5 of 8 Pages
The following information with respect to the ownership of the Common Stock by the Reporting
Persons filing this statement on Schedule 13G is provided as of December 31, 2007:
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Sole
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Shared
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Sole
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Shared
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Shares Held
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Voting
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Voting
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Dipositive
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Dipositive
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Beneficial
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Percentage
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Reporting Person
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Directly
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Power
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Power
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Power
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Power
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Ownership
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of Class (2)
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Prospect Venture
Partners II, L.P.
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1,366,717
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0
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1,387,529
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0
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1,387,529
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1,387,529
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6.37
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%
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Prospect Associates
II, L.P.
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20,812
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0
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1,387,529
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0
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1,387,529
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1,387,529
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6.37
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%
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Prospect Management
Co. II, L.L.C. (1)
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0
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0
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1,387,529
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0
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1,387,529
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1,387,529
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6.37
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%
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(1)
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PMC II serves as the general partner of PVP II and PA II, and owns no securities of the
Issuer directly. Schnell, Barkas, Tananbaum and Hirsch serve as Managing Directors of PMC II
and share voting and dispositive power over the shares held by PVP II and PA II, but own no
securities of the Issuer directly.
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(2)
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This percentage is calculated based upon 21,773,726 shares of the Common Stock outstanding as
of October 26, 2007 as reported on the Issuers 10-Q as filed with the Securities Exchange
Commission on November 2, 2007.
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof, the Reporting
Persons have ceased to be the beneficial owner of more than five percent of the class of
securities, check the following:
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company
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Item 8
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Identification and Classification of Members of the Group
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Item 9
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Notice of Dissolution of Group
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Page 6 of 8 Pages
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: February 13, 2008
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PROSPECT VENTURE PARTNERS II, L.P.
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By: Prospect Management Co. II, L.L.C.
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Its: General Partner
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Dave Markland
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Attorney-in-Fact
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PROSPECT ASSOCIATES II, L.P.
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By: Prospect Management Co. II, L.L.C.
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Its: General Partner
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Dave Markland
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Attorney-in-Fact
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PROSPECT MANAGEMENT CO. II, L.L.C.
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Dave Markland
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Attorney-in-Fact
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99.1 Joint Filing Statement
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Page 7 of 8 Pages
Exhibit 99.1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree that only one statement containing the information required by Schedule
13G need be filed with respect to the ownership by each of the undersigned of the shares of Common
Stock of Hansen Medical, Inc.
EXECUTED this 13
th
day of February, 2008.
PROSPECT VENTURE PARTNERS II, L.P.
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By:
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Prospect Management Co. II, L.L.C.
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Its:
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General Partner
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/s/ Dave Markland
Dave Markland
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Attorney-in-Fact
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PROSPECT ASSOCIATES II, L.P.
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By:
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Prospect Management Co. II, L.L.C.
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Its:
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General Partner
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/s/ Dave Markland
Dave Markland
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Attorney-in-Fact
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PROSPECT MANAGEMENT CO. II, L.L.C.
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Dave Markland
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Attorney-in-Fact
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Page 8 of 8 Pages
Hansen Medical, Inc. (MM) (NASDAQ:HNSN)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Hansen Medical, Inc. (MM) (NASDAQ:HNSN)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024