-----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, MipxMWHPgnlGGN4RGUX4fziI0t6vuwHvQiGTeuqYisHSgBfLyBZuoUpTU1RGU32S A4kQGmWZdnYPU+rDJgOntw== 0000950123-11-011786.txt : 20110210 0000950123-11-011786.hdr.sgml : 20110210 20110210160823 ACCESSION NUMBER: 0000950123-11-011786 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110210 DATE AS OF CHANGE: 20110210 GROUP MEMBERS: BRUCE F. WESSON GROUP MEMBERS: GALEN EMPLOYEE FUND III, L.P. GROUP MEMBERS: GALEN MANAGEMENT, L.L.C. GROUP MEMBERS: GALEN PARTNERS III, L.P. GROUP MEMBERS: GALEN PARTNERS INTERNATIONAL III, L.P. GROUP MEMBERS: L. JOHN WILKERSON GROUP MEMBERS: WESSON ENTERPRISES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DERMA SCIENCES, INC. CENTRAL INDEX KEY: 0000892160 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 232328753 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52013 FILM NUMBER: 11592603 BUSINESS ADDRESS: STREET 1: 214 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6095144744 MAIL ADDRESS: STREET 1: 214 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: DERMA SCIENCES INC DATE OF NAME CHANGE: 19940513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAUDIUS LLC CENTRAL INDEX KEY: 0001056643 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 610 FIFTH AVENUE 5TH FLOOR STREET 2: C/O GALEN ASSOCIATES CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122184990 MAIL ADDRESS: STREET 1: C/O GALEN ASSOCIATES STREET 2: 610 FIFTH AVENUE 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G/A 1 f58266sc13gza.htm SC 13G/A sc13gza
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Derma Sciences, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
249827205
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
     o Rule 13d-1(b)
     o Rule 13d-1(c)
     þ 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.
  
249827205 
 13G Page  
2 
   of   
16 Pages

 

           
1   NAME OF REPORTING PERSONS
Galen Partners III, L.P.
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   438,819*
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   438,819*
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  438,819*
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.4%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
 
*   Includes 14,190 shares issuable upon conversion of Series A Preferred Stock, 47,299 shares issuable upon conversion of Series B Preferred Stock, 70,694 shares issuable upon conversion of Series C Preferred Stock and 122,343 shares issuable upon conversion of Series D Preferred Stock.

 

                     
CUSIP No.
  
249827205 
 13G Page  
3 
   of   
16 Pages

 

           
1   NAME OF REPORTING PERSONS
Galen Partners International III, L.P.
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   40,149*
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   40,149*
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  40,149*
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
 
*   Includes 1,374 shares issuable upon conversion of Series A Preferred Stock, 4,578 shares issuable upon conversion of Series B Preferred Stock, 6,400 shares issuable upon conversion of Series C Preferred Stock and 11,075 shares issuable upon conversion of Series D Preferred Stock.

 

                     
CUSIP No.
  
249827205 
 13G  Page  
4 
   of   
16 Pages

 

           
1   NAME OF REPORTING PERSONS
Galen Employee Fund III, L.P.
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,819*
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,819*
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,819*
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
*   Includes 63 shares issuable upon conversion of Series A Preferred Stock, 208 shares issuable upon conversion of Series B Preferred Stock, 290 shares issuable upon conversion of Series C Preferred Stock and 501 shares issuable upon conversion of Series D Preferred Stock.

 

                     
CUSIP No.
  
249827205 
 13G  Page  
5 
   of   
16 Pages

 

           
1   NAME OF REPORTING PERSONS
Claudius, L.L.C.
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   478,968*
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   478,968*
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  478,968*
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  7.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
*   The shares are held as follows: 438,819 by Galen Partners III, L.P. (14,190 of which are issuable upon conversion of Series A Preferred Stock, 47,299 of which are issuable upon conversion of Series B Preferred Stock, 70,694 of which are issuable upon conversion of Series C Preferred Stock and 122,343 of which are issuable upon conversion of Series D Preferred Stock) and 40,149 by Galen Partners International III, L.P. (1,374 of which are issuable upon conversion of Series A Preferred Stock, 4,578 of which are issuable upon conversion of Series B Preferred Stock, 6,400 of which are issuable upon conversion of Series C Preferred Stock and 11,075 of which are issuable upon conversion of Series D Preferred Stock). The Reporting Person is the direct general partner of Galen Partners III, L.P. and Galen Partners International III, L.P.

 

                     
CUSIP No.
  
249827205 
 13G  Page  
6 
   of   
16 Pages

 

           
1   NAME OF REPORTING PERSONS
Wesson Enterprises, Inc.
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,819*
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,819*
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,819*
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
*   The shares are held by Galen Employee Fund III, L.P. (63 of which are issuable upon conversion of Series A Preferred Stock, 208 of which are issuable upon conversion of Series B Preferred Stock, 290 of which are issuable upon conversion of Series C Preferred Stock and 501 of which are issuable upon conversion of Series D Preferred Stock). The Reporting Person is the direct general partner of Galen Employee Fund III, L.P.

 

                     
CUSIP No.
  
249827205 
 13G Page  
7 
   of   
16 Pages

 

           
1   NAME OF REPORTING PERSONS
Galen Management, L.L.C.
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   53,594*
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   53,594*
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  53,594*
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.8%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
 
*   Includes 3,125 shares held by Bruce F. Wesson and 50,469 shares issuable upon exercise of options held by Bruce F. Wesson and Srini Conjeevaram, a former employee of Galen Management, L.L.C. (“Galen Management”) within 60 days of December 31, 2010. Galen Management may be deemed to have sole power to direct the voting and disposition of such shares pursuant to an arrangement between Galen Management and Messrs. Wesson and Conjeevaram.

 

                     
CUSIP No.
  
249827205 
 13G Page  
8 
   of   
16 Pages

 

           
1   NAME OF REPORTING PERSONS
Bruce F. Wesson
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   14,788*
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   519,593**
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   14,788*
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    519,593**
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  534,381
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  7.8%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
 
*   Includes 3,125 shares held by the Reporting Person, 9,844 shares issuable upon exercise of options held by the Reporting Person that are exercisable within 60 days of December 31, 2010 and 1,819 shares held by Galen Employee Fund III, L.P. (“Galen Employee III”) (63 of which are issuable upon conversion of Series A Preferred Stock, 208 of which are issuable upon conversion of Series B Preferred Stock, 290 of which are issuable upon conversion of Series C Prefer red Stock and 501 of which are issuable upon conversion of Series D Preferred Stock). Wesson Enterprises, Inc. is the direct general partner of Galen Employee III. The Reporting Person is the sole shareholder of Wesson Enterprises, Inc. and may be deemed to have sole power to direct the voting and disposition of shares held by Galen Employee III.
 
**   The shares are held as follows: 438,819 by Galen Partners III, L.P. (14,190 of which are issuable upon conversion of Series A Preferred Stock, 47,299 of which are issuable upon conversion of Series B Preferred Stock, 70,694 of which are issuable upon conversion of Series C Preferred Stock and 122,343 of which are issuable upon conversion of Series D Preferred Stock), 40,149 by Galen Partners International III, L.P. (1,374 of which are issuable upon conversion of Series A Preferred Stock, 4,578 of which are issuable upon conversion of Series B Preferred Stock, 6,400 of which are issuable upon conversion of Series C Preferred Stock and 11,075 of which are issuable upon conversion of Series D Preferred Stock) and 40,625 shares issuable upon the exercise of options held by Mr. Conjeevaram that are exercisable within 60 days of December 31, 2010, which may be deemed to be beneficially owned by Galen Management L.L.C. (“Galen Management”). The Reporting Person is a member of Galen Management and may be deemed to have shared power to direct the voting and disposition of such shares pursuant to an arrangement between Galen Management and Mr. Conjeevaram.

 

                     
CUSIP No.
  
249827205 
 13G Page  
9 
   of   
16 Pages

 

           
1   NAME OF REPORTING PERSONS
L. John Wilkerson
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   532,562*
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    532,562*
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  532,562*
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  7.7%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
 
*   The shares are held as follows: 438,819 by Galen Partners III, L.P. (14,190 of which are issuable upon conversion of Series A Preferred Stock, 47,299 of which are issuable upon conversion of Series B Preferred Stock, 70,694 of which are issuable upon conversion of Series C Preferred Stock and 122,343 of which are issuable upon conversion of Series D Preferred Stock), 40,149 by Galen Partners International III, L.P. (1,347 of which are issuable upon conversion of Series A Preferred Stock, 4,578 of which are issuable upon conversion of Series B Preferred Stock, 6,400 of which are issuable upon conversion of Series C Preferred Stock and 11,075 of which are issuable upon conversion of Series D Preferred Stock). Also includes 3,125 shares and 9,844 shares issuable upon exercise of options held by Mr. Wesson that are exercisable within 60 days of December 31, 2010 and 40,625 shares issuable upon the exercise of options held by Mr. Conjeevaram that are exercisable within 60 days of December 31, 2010. The shares held by Messrs. Wesson and Conjeevaram may be deemed to be beneficially owned by Galen Management L.L.C. (“Galen Management”). The Reporting Person is a member of Galen Management and may be deemed to have shared power to direct the voting and disposition of such shares pursuant to an arrangement between Galen Management and Messrs. Wesson and Conjeevaram.

 

Item 1
     (a) Name of Issuer: Derma Sciences, Inc.
     (b) Address of Issuer’s Principal Executive Offices:
214 Carnegie Center, Suite 300
Princeton, New Jersey 08540
Item 2
     (a) Name of Person Filing:
Galen Partners III, L.P.
Galen Partners International III, L.P.
Galen Employee Fund III, L.P.
Claudius, L.L.C.
Wesson Enterprises, Inc.
Galen Management, L.L.C.
Bruce F. Wesson
L. John Wilkerson
     (b) Address of Principal Business Office or, if none, Residence:
c/o Galen Management, L.L.C.
680 Washington Boulevard
Stamford, CT 06901
     (c) Citizenship:
All entities were organized in Delaware. The individuals are
all United States citizens.
     (d) Title of Class of Securities:
Common Stock
     (e) CUSIP Number:
249827205
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:
     Not Applicable

 

 

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:
         
Galen Partners III, L.P.
     438,819 (1)
Galen Partners International III, L.P.
     40,149 (2)
Galen Employee Fund III, L.P.
     1,819 (3)
Claudius, L.L.C.
     478,968 (4)
Wesson Enterprises, Inc.
     1,819 (5)
Galen Management, L.L.C
     53,594 (6)
Bruce F. Wesson
     534,381 (7)(8)
L. John Wilkerson
     533,562 (9)
    Percent of Class:
         
Galen Partners III, L.P.
     6.4 %
Galen Partners International III, L.P.
     0.6 %
Galen Employee Fund III, L.P.
     0.0 %
Claudius, L.L.C.
     7.0 %
Wesson Enterprises, Inc.
     0.0 %
Galen Management, L.L.C.
     0.8 %
Bruce F. Wesson
     7.8 %
L. John Wilkerson
     7.7 %

 

 

(b)   Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote
         
Galen Partners III, L.P.
     438,819 (1)
Galen Partners International III, L.P.
     40,149 (2)
Galen Employee Fund III, L.P.
     1,819 (3)
Claudius, L.L.C.
     478,968 (4)
Wesson Enterprises, Inc.
     1,819 (5)
Galen Management, L.L.C.
     53,594 (6)
Bruce F. Wesson
     14,788 (7)
L. John Wilkerson
     0  
     (ii) Shared power to vote or to direct the vote
         
Galen Partners III, L.P.
     0  
Galen Partners International III, L.P.
     0  
Galen Employee Fund III, L.P.
     0  
Claudius, L.L.C.
     0  
Wesson Enterprises, Inc.
     0  
Galen Management, L.L.C.
     0  
Bruce F. Wesson
     519,593 (8)
L. John Wilkerson
     532,562 (9)

 

 

     (iii) Sole power to dispose or to direct the disposition of
         
Galen Partners III, L.P.
     438,819 (1)
Galen Partners International III, L.P.
     40,149 (2)
Galen Employee Fund III, L.P.
     1,819 (3)
Claudius, L.L.C.
     478,968 (4)
Wesson Enterprises, Inc.
     1,819 (5)
Galen Management, L.L.C.
     53,594 (6)
Bruce F. Wesson
     14,788 (7)
L. John Wilkerson
     0  
     (iv) Shared power to dispose or to direct the disposition of
         
Galen Partners III, L.P.
     0  
Galen Partners International III, L.P.
     0  
Galen Employee Fund III, L.P.
     0  
Claudius, L.L.C.
     0  
Wesson Enterprises, Inc.
     0  
Galen Management, L.L.C.
     0  
Bruce F. Wesson
     519,593 (8)
L. John Wilkerson
     532,562 (9)
 
     
(1)   Includes 14,190 shares issuable upon conversion of Series A Preferred Stock, 47,299 shares issuable upon conversion of Series B Preferred Stock, 70,694 shares issuable upon conversion of Series C Preferred Stock and 122,343 shares issuable upon conversion of Series D Preferred Stock.
     
(2)   Includes 1,374 shares issuable upon conversion of Series A Preferred Stock, 4,578 shares issuable upon conversion of Series B Preferred Stock, 6,400 shares issuable upon conversion of Series C Preferred Stock and 11,075 shares issuable upon conversion of Series D Preferred Stock.
     
(3)   Includes 63 shares issuable upon conversion of Series A Preferred Stock, 208 shares issuable upon conversion of Series B Preferred Stock, 290 shares issuable upon conversion of Series C Preferred Stock and 501 shares issuable upon conversion of Series D Preferred Stock.
     
(4)   The shares are held as follows: 438,819 by Galen Partners III, L.P. (“Galen III”) (14,190 of which are issuable upon conversion of Series A Preferred Stock, 47,299 of which are issuable upon conversion of Series B Preferred Stock, 70,694 of which are issuable upon conversion of Series C Preferred Stock and 122,343 of which are issuable upon conversion of Series D Preferred Stock) and 40,149 by Galen Partners International III, L.P. (“Galen International III”) (1,374 of which are issuable upon conversion of Series A Preferred Stock, 4,578 of which are issuable upon conversion of Series B Preferred Stock, 6,400 of which are issuable upon conversion of Series C Preferred Stock and 11,075 of which are issuable upon conversion of Series D Preferred Stock). The Reporting Person is the direct general partner of Galen III and Galen International III.
     
(5)   The shares are held by Galen Employee Fund III, L.P. (“Galen Employee III”) (63 of which are issuable upon conversion of Series A Preferred Stock, 208 of which are issuable upon conversion of Series B Preferred Stock, 290 of which are issuable upon conversion of Series C Preferred Stock and 501 of which are issuable upon conversion of Series D Preferred Stock). The Reporting Person is the direct general partner of Galen Employee III.
     
(6)   Includes 3,125 shares held by Bruce F. Wesson and 50,469 shares issuable upon exercise of options held by Bruce F. Wesson and Srini Conjeevaram, a former employee of Galen Management, L.L.C. (“Galen Management”) within 60 days of December 31, 2010. Galen Management may be deemed to have sole power to direct the voting and disposition of such shares pursuant to an arrangement between Galen Management and Messrs. Wesson and Conjeevaram.
     
(7)   Includes 3,125 shares held by the Reporting Person, 9,844 shares issuable upon exercise of options held by the Reporting Person that are exercisable within 60 days of December 31, 2010 and 1,819 shares held by Galen Employee III (63 of which are issuable upon conversion of Series A Preferred Stock, 208 of which are issuable upon conversion of Series B Preferred Stock, 290 of which are issuable upon conversion of Series C Preferred Stock and 501 of which are issuable upon conversion of Series D Preferred Stock). Wesson Enterprises, Inc. is the direct general partner of Galen Employee III. The Reporting Person is the sole shareholder of Wesson Enterprises, Inc. and may be deemed to have sole power to direct the voting and disposition of shares held by Galen Employee III.
     
(8)   The shares are held as follows: 438,819 by Galen III (14,190 of which are issuable upon conversion of Series A Preferred Stock, 47,299 of which are issuable upon conversion of Series B Preferred Stock, 70,694 of which are issuable upon conversion of Series C Preferred Stock and 122,343 of which are issuable upon conversion of Series D Preferred Stock), 40,149 by Galen International III (1,374 of which are issuable upon conversion of Series A Preferred Stock, 4,578 of which are issuable upon conversion of Series B Preferred Stock, 6,400 of which are issuable upon conversion of Series C Preferred Stock and 11,075 of which are issuable upon conversion of Series D Preferred Stock) and 40,625 shares issuable upon the exercise of options held by Mr. Conjeevaram that are exercisable within 60 days of December 31, 2010, which may be deemed to be beneficially owned by Galen Management. The Reporting Person is a member of Galen Management and may be deemed to have shared power to direct the voting and disposition of such shares pursuant to an arrangement between Galen Management and Mr. Conjeevaram.
     
(9)   The shares are held as follows: 438,819 by Galen III (14,190 of which are issuable upon conversion of Series A Preferred Stock, 47,299 of which are issuable upon conversion of Series B Preferred Stock, 70,694 of which are issuable upon conversion of Series C Preferred Stock and 122,343 of which are issuable upon conversion of Series D Preferred Stock), 40,149 by Galen International III (1,374 of which are issuable upon conversion of Series A Preferred Stock, 4,578 of which are issuable upon conversion of Series B Preferred Stock, 6,400 of which are issuable upon conversion of Series C Preferred Stock and 11,075 of which are issuable upon conversion of Series D Preferred Stock). Also includes 3,125 shares and 9,844 shares issuable upon exercise of options held by Mr. Wesson that are exercisable within 60 days of December 31, 2010 and 40,625 shares issuable upon the exercise of options held by Mr. Conjeevaram that are exercisable within 60 days of December 31, 2010. The shares held by Messrs. Wesson and Conjeevaram may be deemed to be beneficially owned by Galen Management. The Reporting Person is a member of Galen Management and may be deemed to have shared power to direct the voting and disposition of such shares pursuant to an arrangement between Galen Management and Messrs. Wesson and Conjeevaram.

 

 

Item 5. Ownership of 5 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 5 percent of the class of securities, check the following o.
     Not Applicable
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
     Not Applicable
Item 7. Identification and Classification of the 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 a Group
     Not Applicable
Item 10. Certification
     Not Applicable

 

 

[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 10, 2011
             
GALEN PARTNERS III, L.P.   GALEN PARTNERS INTERNATIONAL III, L.P.
 
By:  Claudius, L.L.C.,   By:  Claudius, L.L.C.,
  its General Partner     its General Partner
 
By:  /s/ Bruce F. Wesson   By:  /s/ Bruce F. Wesson
  Name:  Bruce F. Wesson     Name:  Bruce F. Wesson
  Title: Member     Title: Member
             
GALEN EMPLOYEE FUND III, L.P.   GALEN MANAGEMENT, L.L.C.
 
By:  Wesson Enterprises, Inc.,
its General Partner		        
 
By:  /s/ Bruce F. Wesson   By:  /s/ Bruce F. Wesson
  Name:  Bruce F. Wesson     Name:  Bruce F. Wesson
  Title: Sole Shareholder     Title: Member
             
CLAUDIUS, L.L.C.   WESSON ENTERPRISES, INC.
 
By:  /s/ Bruce F. Wesson   By:  /s/ Bruce F. Wesson
  Name:  Bruce F. Wesson     Name:  Bruce F. Wesson
  Title: Member     Title: Sole Shareholder
 
By:  /s/ Bruce F. Wesson   By:  /s/ L. John Wilkerson
  Name:  Bruce F. Wesson     Name:  L. John Wilkerson
EXHIBITS
A:    Joint Filing Agreement
Attention:   Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 

EXHIBIT A
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Derma Sciences, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
     In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 10th day of February, 2011.
             
GALEN PARTNERS III, L.P.   GALEN PARTNERS INTERNATIONAL III, L.P.
 
By:  Claudius, L.L.C.,   By:  Claudius, L.L.C.,
  its General Partner     its General Partner
 
By:  /s/ Bruce F. Wesson   By:  /s/ Bruce F. Wesson
  Name:  Bruce F. Wesson     Name:  Bruce F. Wesson
  Title: Member     Title: Member
             
GALEN EMPLOYEE FUND III, L.P.   GALEN MANAGEMENT, L.L.C.
 
By:  Wesson Enterprises, Inc.,
its General Partner		        
 
By:  /s/ Bruce F. Wesson   By:  /s/ Bruce F. Wesson
  Name:  Bruce F. Wesson     Name:  Bruce F. Wesson
  Title: Sole Shareholder     Title: Member
             
CLAUDIUS, L.L.C.   WESSON ENTERPRISES, INC.
 
By:  /s/ Bruce F. Wesson   By:  /s/ Bruce F. Wesson
  Name:  Bruce F. Wesson     Name:  Bruce F. Wesson
  Title: Member     Title: Sole Shareholder
 
By:  /s/ Bruce F. Wesson   By:  /s/ L. John Wilkerson
  Name:  Bruce F. Wesson     Name:  L. John Wilkerson

 

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