SCHEDULE 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SSYIkvH7Cafv1pPFQU4WJ78eVOrz1jiG4q5h3HSfyTdH71a13tNmDgl0RP4awyDm 9LkpvEUuh7k4pXszkjrSDw== 0001193125-05-026974.txt : 20050211 0001193125-05-026974.hdr.sgml : 20050211 20050211160431 ACCESSION NUMBER: 0001193125-05-026974 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: BAY CITY CAPITAL LLC GROUP MEMBERS: BAY CITY CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VNUS MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001040666 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943216535 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80183 FILM NUMBER: 05598653 BUSINESS ADDRESS: STREET 1: 2200 ZANKER ROAD, SUITE F CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 408-473-1100 MAIL ADDRESS: STREET 1: 2200 ZANKER ROAD, SUITE F CITY: SAN JOSE STATE: CA ZIP: 95131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAY CITY CAPITAL FUND I L P CENTRAL INDEX KEY: 0001288444 IRS NUMBER: 943273126 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 750 BATTERY STREET STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156763830 MAIL ADDRESS: STREET 1: 750 BATTERY STREET STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 dsc13g.htm SCHEDULE 13G SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )*

VNUS MEDICAL TECHNOLOGIES, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

928566 10 8

CUSIP Number

DECEMBER 31, 2004

(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)

x 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).


CUSIP No. 928566 10 8		13G		Page 2 of 11 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The Bay City Capital Fund I, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

1,171,381

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

1,171,381


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,171,381
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.16%
12.	TYPE OF REPORTING PERSON PN


CUSIP No. 928566 10 8		13G		Page 3 of 11 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bay City Capital Management LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

1,171,381

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

1,171,381


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,171,381
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.16%
12.	TYPE OF REPORTING PERSON OO


CUSIP No. 928566 10 8		13G		Page 4 of 11 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bay City Capital LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

1,171,381

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

1,171,381


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,171,381
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.16%
12.	TYPE OF REPORTING PERSON OO


CUSIP No. 928566 10 8		13G		Page 5 of 11 Pages

ITEM 1

(a).

NAME OF ISSUER:

VNUS Medical Technologies, Inc.

ITEM 1

(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

2200 Zanker Road, Suite F

San Jose, California 95131

ITEM 2

(a).

NAME OF PERSON FILING:

The Bay City Capital Fund I, L.P.

ITEM 2

(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:

750 Battery Street, Suite 400

San Francisco, California 94111

ITEM 2

(c).

CITIZENSHIP:

Delaware

ITEM 2

(d).

TITLE OF CLASS OF SECURITIES:

Common Stock

ITEM 2

(e).

CUSIP NUMBER:

928566 10 8

ITEM 3.

Not applicable.


CUSIP No. 928566 10 8		13G		Page 6 of 11 Pages



ITEM 4.	OWNERSHIP:

ITEM 4	(a).	1,171,381

ITEM 4	(b).	8.16%

ITEM 4	(c).	(i)	Sole power to vote or direct vote: 0 shares

		(ii)	Shared power to vote or direct vote: 1,171,381 shares

		(iii)	Sole power to dispose or to direct the disposition of: 0 shares

		(iv)	Shared power to dispose or direct the disposition of: 1,171,381 shares

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 ¨. 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: 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: Not applicable.


CUSIP No. 928566 10 8		13G		Page 7 of 11 Pages

ITEM 1

(a).

NAME OF ISSUER:

VNUS Medical Technologies, Inc.

ITEM 1

(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

2200 Zanker Road, Suite F

San Jose, California 95131

ITEM 2

(a).

NAME OF PERSON FILING:

Bay City Capital Management LLC

ITEM 2

(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:

750 Battery Street, Suite 400

San Francisco, California 94111

ITEM 2

(c).

CITIZENSHIP:

Delaware

ITEM 2

(d).

TITLE OF CLASS OF SECURITIES:

Common Stock

ITEM 2

(e).

CUSIP NUMBER:

928566 10 8

ITEM 3.

Not applicable.


CUSIP No. 928566 10 8		13G		Page 8 of 11 Pages



ITEM 4.	OWNERSHIP:

ITEM 4	(a).	1,171,381. Bay City Capital Management LLC, in its capacity as the General Partner of The Bay City Capital Fund I, L.P., may be deemed to beneficially own 1,171,381 shares of the Issuer’s Common Stock.

ITEM 4	(b).	8.16%

ITEM 4	(c).	(i)	Sole power to vote or direct vote: 0 shares

		(ii)	Shared power to vote or direct vote: 1,171,381 shares

		(iii)	Sole power to dispose or to direct the disposition of: 0 shares

		(iv)	Shared power to dispose or direct the disposition of: 1,171,381 shares

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 ¨. 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: 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: Not applicable.


CUSIP No. 928566 10 8		13G		Page 9 of 11 Pages

ITEM 1

(a).

NAME OF ISSUER:

VNUS Medical Technologies, Inc.

ITEM 1

(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

2200 Zanker Road, Suite F

San Jose, California 95131

ITEM 2

(a).

NAME OF PERSON FILING:

Bay City Capital LLC

ITEM 2

(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:

750 Battery Street, Suite 400

San Francisco, California 94111

ITEM 2

(c).

CITIZENSHIP:

Delaware

ITEM 2

(d).

TITLE OF CLASS OF SECURITIES:

Common Stock

ITEM 2

(e).

CUSIP NUMBER:

928566 10 8

ITEM 3.

Not applicable.


CUSIP No. 928566 10 8		13G		Page 10 of 11 Pages



ITEM 4.	OWNERSHIP:

ITEM 4	(a).	1,171,381. Bay City Capital LLC, in its capacity as advisor to The Bay City Capital Fund I, L.P., may be deemed to beneficially own 1,171,381 shares of the Issuer’s Common Stock.

ITEM 4	(b).	8.16%

ITEM 4	(c).	(i)	Sole power to vote or direct vote: 0 shares

		(ii)	Shared power to vote or direct vote: 1,171,381 shares

		(iii)	Sole power to dispose or to direct the disposition of: 0 shares

		(iv)	Shared power to dispose or direct the disposition of: 1,171,381 shares

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 ¨. 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: 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: Not applicable.


CUSIP No. 928566 10 8		13G		Page 11 of 11 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: February 11, 2004


THE BAY CITY CAPITAL FUND I, L.P.

By:		Its General Partner
		Bay City Capital Management LLC

/s/ Fred B. Craves
By:		Fred B. Craves
Its:		Manager and Managing Director

BAY CITY CAPITAL MANAGEMENT LLC

/s/ Fred B. Craves
By:		Fred B. Craves
Its:		Manager and Managing Director

BAY CITY CAPITAL LLC

/s/ Fred B. Craves
By:		Fred B. Craves
Its:		Manager and Managing Director

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