-----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, GKVvMNLmAVWkJckSFxPNKkElAj0wY4C0HYLIjhjhwrq3hapNSaoR0WCF5fo7RbHZ Pltk332Dfp4Z3ACJeX8g+w== 0000921530-05-000169.txt : 20050215 0000921530-05-000169.hdr.sgml : 20050215 20050214175103 ACCESSION NUMBER: 0000921530-05-000169 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: INVESTOR AB GROUP MEMBERS: INVESTOR GROWTH CAPITAL LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KYPHON INC CENTRAL INDEX KEY: 0001123313 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 770366069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78727 FILM NUMBER: 05613272 BUSINESS ADDRESS: STREET 1: 1221 CROSSMAN AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085486500 MAIL ADDRESS: STREET 1: 1221 CROSSMAN AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTOR AB CENTRAL INDEX KEY: 0000889232 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ARAENALSGATAN SC STREET 2: S-103 32 CITY: STOCKHOLM SWEDEN STATE: V7 ZIP: 00000 BUSINESS PHONE: 2125159000 MAIL ADDRESS: STREET 1: KIRKPATRICK & LOCKHART LLP STREET 2: 1500 OLIVER BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15222 SC 13G/A 1 kyphon_13ga2.htm AMENDMENT NO. 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

KYPHON INC.
(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

501577100
(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)
[X]        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 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).

Continued on following pages
Page 1 of 7 Pages

SCHEDULE 13G

CUSIP No. 501577100 Page 2 of 7 Pages


1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

INVESTOR GROWTH CAPITAL LIMITED

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

GUERNSEY

Number of
  Shares
Beneficially
  Owned By
    Each
Reporting
    Person
    With 		5
    

6
    

7
    

8
     		Sole Voting Power
         0

Shared Voting Power
         1,849,043

Sole Dispositive Power
         0

Shared Dispositive Power
         1,849,043

9 Aggregate Amount Beneficially Owned by Each Reporting Person

1,849,043

10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]

11 Percent of Class Represented By Amount in Row (9)

4.50%

12 Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 504577100 Page 3 of 7 Pages


1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

INVESTOR AB

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

SWEDEN

Number of
  Shares
Beneficially
  Owned By
    Each
Reporting
    Person
    With 		5
    

6
    

7
    

8
     		Sole Voting Power
         0

Shared Voting Power
         2,641,048

Sole Dispositive Power
         0

Shared Dispositive Power
         2,641,048

9 Aggregate Amount Beneficially Owned by Each Reporting Person

2,641,048

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)

6.43%

12 Type of Reporting Person (See Instructions)

OO

Page 4 of 7 Pages

Item 1(a) Name of Issuer:

Kyphon Inc. (the “Issuer”)

Item 1(b) Address of the Issuer’s Principal Executive Offices:

1350 Bordeaux Drive, Sunnyvale, CA 94089

Item 2(a) Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)        Investor Growth Capital Limited (“Investor Growth”) and

ii)       Investor AB, a publicly held Swedish company (“Investor AB”).

                         This Statement relates to the Shares (as defined herein) held for the account of Investor Growth and a limited partnership of which Investor AB serves as the ultimate general partner (the “Fund”). Investor Growth is a wholly-owned subsidiary of a Swedish company, which is a wholly-owned subsidiary of Investor AB.

Item 2(b) Address of Principal Business Office or, if None, Residence:

                          The address and principal business office of Investor Growth is National Westminster House, Le Truchot, St. Peter Port, Guernsey, Channel Islands GYI, 4PW. The address and principal business office of Investor AB is Arsenalsgatan 8c, S-103 32 Stockholm, Sweden.

Item 2(c) Citizenship:

i)        Investor Growth is a Guernsey company and

ii)       Investor AB is a publicly held Swedish company.

Item 2(d) Title of Class of Securities:

Common Stock, $0.001 par value per share (the “Shares”)

Item 2(e) CUSIP Number:

501577100

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

This Item 3 is not applicable.

Page 5 of 7 Pages

Item 4. Ownership:

Item 4(a) Amount Beneficially Owned:

                          As of February 14, 2005, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares:

(i) Investor Growth may be deemed the beneficial owner of 1,849,043 Shares held for its account.

(ii) Investor AB may be deemed the beneficial owner of 2,641,048 Shares. This number includes (A) 1,849,043 Shares held for the account of Investor Growth and (B) 792,005 Shares held for the account of the Fund.

Item 4(b) Percent of Class:

(i) The number of Shares of which Investor Growth may be deemed to be the beneficial owner constitutes approximately 4.50% of the total number of Shares outstanding (based upon information reported in the Issuer's most recent quarterly report on Form 10-Q, there were 41,049,273 Shares outstanding as of October 29, 2004).

(ii) The number of Shares of which Investor AB may be deemed to be the beneficial owner constitutes approximately 6.43% of the total number of Shares outstanding.

Item 4(c) Number of shares as to which such person has:

Investor Growth
(i)        Sole power to vote or direct the vote: 0
(ii)       Shared power to vote or to direct the vote 1,849,043
(iii)      Sole power to dispose or to direct the disposition of 0
(iv)      Shared power to dispose or to direct the disposition of 1,849,043

Investor AB
(i)        Sole power to vote or direct the vote: 0
(ii)       Shared power to vote or to direct the vote 2,641,048
(iii)      Sole power to dispose or to direct the disposition of 0
(iv)      Shared power to dispose or to direct the disposition of 2,641,048

Item 5. Ownership of Five Percent or Less of a Class:

                          As of December 31, 2004, Investor Growth Capital may no longer be deemed to be the beneficial owner of more than five percent of the Shares.

Page 6 of 7 Pages

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

                         (i)        The shareholders of Investor Growth, including Investor AB, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by Investor Growth in accordance with their ownership interests in Investor Growth.

                         (i)        The partners of the Fund, including Investor AB, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by Investor Growth in accordance with their ownership interests in Investor Growth.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

This Item 7 is not applicable.

Item 8. Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9. Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10. Certification:

                          By signing below each signatory certifies that, to the best of their 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.

Page 7 of 7 Pages

SIGNATURES

        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.

Date:   February 14, 2005 INVESTOR GROWTH CAPITAL LIMITED


By: /s/ Michael Oporto          
       Michael Oporto
       Attorney-in-Fact

By: /s/ Borje Ekholm          
       Borje Ekholm
       Attorney-in-Fact


Date:   February 14, 2005 INVESTOR AB


By: /s/ Michael Oporto          
       Michael Oporto
       Attorney-in-Fact

By: /s/ Borje Ekholm          
       Borje Ekholm
       Attorney-in-Fact
-----END PRIVACY-ENHANCED MESSAGE-----