-----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, MmOb63Sp2w3l3PXaQfj+My8gQGOqOGQQVVxmLRVYGCZTW0dejFSvveRalCWb1wPQ pJVQzPrWwKFkGQ+syYUHKg== 0001104659-08-009302.txt : 20080212 0001104659-08-009302.hdr.sgml : 20080212 20080212140502 ACCESSION NUMBER: 0001104659-08-009302 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 GROUP MEMBERS: ANDREW T. SHEEHAN GROUP MEMBERS: DAVID E. SWEET GROUP MEMBERS: DAVID L. ANDERSON GROUP MEMBERS: G. LEONARD BAKER, JR. GROUP MEMBERS: GREGORY P. SANDS GROUP MEMBERS: JAMES C. GAITHER GROUP MEMBERS: JAMES N. WHITE GROUP MEMBERS: JEFFREY W. BIRD GROUP MEMBERS: SUTTER HILL ENTREPENEURS FUND (AI), L.P. 94-3338942 GROUP MEMBERS: SUTTER HILL ENTREPENEURS FUND (QP), L.P. 94-3338941 GROUP MEMBERS: TENCH COXE GROUP MEMBERS: WILLIAM H. YOUNGER, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDICA INC CENTRAL INDEX KEY: 0001178104 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943287832 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81663 FILM NUMBER: 08597401 BUSINESS ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-364-9975 MAIL ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUTTER HILL VENTURES CENTRAL INDEX KEY: 0000879051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 755 PAGE MILL RD STREET 2: SUITE A200 CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4154935600 MAIL ADDRESS: STREET 1: 755 PAGE MILL RD STREET 2: SUITE A200 CITY: PALO ALTO STATE: CA ZIP: 94304 SC 13G/A 1 a08-5025_6sc13ga.htm SC 13G/A

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Cardica, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

14141R101

(CUSIP Number)

December 31, 2007

(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)

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. 14141R101

 

 

1.

Names of Reporting Persons
Sutter Hill Ventures, A California Limited Partnership   77-0287059

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
998,514

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
998,514

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
998,514

 

 

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

 

2



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
Sutter Hill Entrepreneurs Fund (AI), L.P.   94-3338942

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
9,726

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
9,726

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,726

 

 

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)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
Sutter Hill Entrepreneurs Fund (QP), L.P.   94-3338941

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
24,628

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
24,628

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,628

 

 

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)
0.2%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
David L. Anderson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
74,183*

 

6.

Shared Voting Power
1,032,868**

 

7.

Sole Dispositive Power
74,183*

 

8.

Shared Dispositive Power
1,032,868**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,107,051

 

 

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)
7.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*    Includes 42,431 shares held in The Anderson Living Trust of which the reporting person is the trustee and 31,752 shares held by Anvest, L.P. of which the reporting person is the General Partner. The reporting person disclaims beneficial ownership of the trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest therein.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

5



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
G. Leonard Baker, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
66,000*

 

6.

Shared Voting Power
1,032,868**

 

7.

Sole Dispositive Power
66,000*

 

8.

Shared Dispositive Power
1,032,868**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,098,868

 

 

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)
IN

 


*    Includes 20,141 shares held in The Baker Revocable Trust of which the reporting person is a trustee and 45,859 shares held by Saunders Holdings, L.P. of which the reporting person is a General Partner. The reporting person disclaims beneficial ownership of the trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest therein.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

6



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
William H. Younger, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
141,705*

 

6.

Shared Voting Power
1,032,868**

 

7.

Sole Dispositive Power
141,705*

 

8.

Shared Dispositive Power
1,032,868**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,174,573

 

 

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)
7.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*    Includes 107,210 shares held in The Younger Living Trust of which the reporting person is the trustee, 19,782 shares held by a retirement trust for the benefit of the reporting person, 7,333 shares of director’s options which are fully vested and 2,380 shares owned by the children of the reporting person. The reporting person disclaims beneficial ownership of the living trust’s and the director’s options shares except as to the reporting person’s pecuniary interest herein.  The reporting person shares pecuniary interest in the director’s options shares with other individuals pursuant to a contractual relationship.  The reporting person disclaims beneficial ownership of the children’s shares.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

7



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
Tench Coxe

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
99,106*

 

6.

Shared Voting Power
1,032,868**

 

7.

Sole Dispositive Power
99,106*

 

8.

Shared Dispositive Power
1,032,868**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,131,974

 

 

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)
7.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*    Includes 44,919 shares held in The Coxe Revocable Trust of which the reporting person is a trustee, 32,489 shares held by a retirement trust for the benefit of the reporting person and 21,698 shares held in The Tamerlane Charitable Remainder Unitrust of which the reporting person is the trustee.  The reporting person disclaims beneficial ownership of the revocable trust’s and the unitrust’s shares except as to the reporting person’s pecuniary interest therein.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

8



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
Gregory P. Sands

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
15,155*

 

6.

Shared Voting Power
1,032,868**

 

7.

Sole Dispositive Power
15,155*

 

8.

Shared Dispositive Power
1,032,868**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,048,023

 

 

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)
6.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*    Includes 12,078 shares held in the Gregory P. and Sarah J.D. Sands Trust Agreement of which the reporting person is a trustee and 3,077 shares held by a retirement trust for  the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trust agreement’s shares except as to the reporting person’s pecuniary interest therein.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

9



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
James C. Gaither

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
31,860

 

6.

Shared Voting Power
1,032,868*

 

7.

Sole Dispositive Power
31,860

 

8.

Shared Dispositive Power
1,032,868*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,064,728

 

 

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)
6.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


* Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

10



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
James N. White

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,300*

 

6.

Shared Voting Power
1,032,868**

 

7.

Sole Dispositive Power
6,300*

 

8.

Shared Dispositive Power
1,032,868**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,039,168

 

 

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)
6.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*    Includes 3,223 shares held in The White Family Trust of which the reporting person is a trustee and 3,077 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the family trust’s shares except as to the reporting person’s pecuniary interest therein.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

11



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
Jeffrey W. Bird

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,269*

 

6.

Shared Voting Power
1,032,868**

 

7.

Sole Dispositive Power
3,269*

 

8.

Shared Dispositive Power
1,032,868**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,036,137

 

 

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)
6.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*    Includes 3,269 shares held in the Jeffrey W. and Christina R. Bird Trust Agreement of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of the trust agreement’s shares except as to the reporting person’s pecuniary interest therein.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

12



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
David E. Sweet

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,992*

 

6.

Shared Voting Power
1,032,868**

 

7.

Sole Dispositive Power
4,992*

 

8.

Shared Dispositive Power
1,032,868**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,037,860

 

 

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)
6.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*    Includes 2,794 shares held in The David and Robin Sweet Living Trust of which the reporting person is a trustee and 2,198 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the living trust’s shares except as to the reporting person’s pecuniary interest therein.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

13



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons
Andrew T. Sheehan

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
1,032,868*

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
1,032,868*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,032,868

 

 

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)
6.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*    Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

14



 

Item 1.

 

(a)

Name of Issuer
Cardica, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
900 Saginaw Dr., Redwood City, CA  94063

 

Item 2.

 

(a)

Name of Person Filing
Exhibit A is hereby incorporated by reference

 

(b)

Address of Principal Business Office or, if none, Residence
See Exhibit A

 

(c)

Citizenship
See Exhibit A

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
14141R101

 

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

N/A

 

 

15



 

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:   

See Exhibit A which is hereby incorporated by reference and related pages 2 to 14

 

(b)

Percent of class:   

See Exhibit A which is hereby incorporated by reference and related pages 2 to 14

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

***

 

 

(ii)

Shared power to vote or to direct the vote    

***

 

 

(iii)

Sole power to dispose or to direct the disposition of   

***

 

 

(iv)

Shared power to dispose or to direct the disposition of   

***

 


*** See Exhibit A which is hereby incorporated by reference and related pages 2 to 14. Messrs. Anderson, Baker, Younger, Coxe, Sands, Gaither, White, Bird, Sweet and Sheehan are Managing Directors of the General Partner of Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. As such, they share voting and dispositive power over the shares held by the partnerships.

 

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   o.

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

 

Item 8.

Identification and Classification of Members of the Group

See Exhibit A

 

Item 9.

Notice of Dissolution of Group

N/A

 

Item 10.

Certification

N/A

 

16



 

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.

 

 

2/11/2008

 

Date

 

 

 

Sutter Hill Ventures, A California Limited Partnership

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

William H. Younger, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

 

 

Sutter Hill Entrepreneurs Fund (AI), L.P.

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

William H. Younger, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

 

 

Sutter Hill Entrepreneurs Fund (QP), L.P.

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

William H. Younger, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

 

 

/s/ David L. Anderson

 

Signature

 

 

 

 

 

/s/ G. Leonard Baker, Jr.

 

Signature

 

 

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

 

 

/s/ Tench Coxe

 

Signature

 

 

 

 

 

/s/ Gregory P. Sands

 

Signature

 

 

 

 

 

/s/ James C. Gaither

 

Signature

 

 

 

 

 

/s/ James N. White

 

Signature

 

 

 

 

 

/s/ Jeffrey W. Bird

 

Signature

 

 

 

 

 

/s/ David E. Sweet

 

Signature

 

 

 

 

 

/s/ Andrew T. Sheehan

 

Signature

 

17



 

EXHIBIT A TO SCHEDULE 13G - CARDICA, INC.

 

 

 

Aggregate Number of

 

 

% of

 

Name of Originator

 

Shares Beneficially Owned

 

 

Individual

 

 

Aggregate

 

 

 

Total Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Ventures, A California Limited Partnership

 

998,514

 

 

 

 

 

 

 

6.4

%

 

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Entrepreneurs Fund (AI), L.P.

 

9,726

 

 

 

 

 

 

 

0.1

%

 

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Entrepreneurs Fund (QP), L.P.

 

24,628

 

 

 

 

 

 

 

0.2

%

 

 

 

 

 

 

 

 

 

 

 

 

David L. Anderson

 

74,183

 

Note 2

 

 

 

 

 

0.5

%

 

 

 

 

 

 

1,107,051

 

Note 1

 

7.1

%

 

 

 

 

 

 

 

 

 

 

 

 

G. Leonard Baker, Jr.

 

66,000

 

Note 3

 

 

 

 

 

0.4

%

 

 

 

 

 

 

1,098,868

 

Note 1

 

7.0

%

 

 

 

 

 

 

 

 

 

 

 

 

William H. Younger, Jr.

 

141,705

 

Note 4

 

 

 

 

 

0.9

%

 

 

 

 

 

 

1,174,573

 

Note 1

 

7.5

%

 

 

 

 

 

 

 

 

 

 

 

 

Tench Coxe

 

99,106

 

Note 5

 

 

 

 

 

0.6

%

 

 

 

 

 

 

1,131,974

 

Note 1

 

7.2

%

 

 

 

 

 

 

 

 

 

 

 

 

Gregory P. Sands

 

15,155

 

Note 6

 

 

 

 

 

0.1

%

 

 

 

 

 

 

1,048,023

 

Note 1

 

6.7

%

 

 

 

 

 

 

 

 

 

 

 

 

James C. Gaither

 

31,860

 

 

 

 

 

 

 

0.2

%

 

 

 

 

 

 

1,064,728

 

Note 1

 

6.8

%

 

 

 

 

 

 

 

 

 

 

 

 

James N. White

 

6,300

 

Note 7

 

 

 

 

 

0.0

%

 

 

 

 

 

 

1,039,168

 

Note 1

 

6.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Jeffrey W. Bird

 

3,269

 

Note 8

 

 

 

 

 

0.0

%

 

 

 

 

 

 

1,036,137

 

Note 1

 

6.6

%

 

 

 

 

 

 

 

 

 

 

 

 

David E. Sweet

 

4,992

 

Note 9

 

 

 

 

 

0.0

%

 

 

 

 

 

 

1,037,860

 

Note 1

 

6.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Andrew T. Sheehan

 

0

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

1,032,868

 

Note 1

 

6.6

%

 

The address for all of the above is: 755 Page Mill Road, Suite A-200, Palo Alto, CA 94304

 

The partnerships are organized in California. The individuals are all U.S. citizens and residents.

 

None of the above has been convicted in any criminal proceedings nor have they been subject to judgments, decrees, or final orders enjoining future violations of Federal or State securities laws.

 

All of the parties are individuals or entities in the venture capital business.

 


Note 1: Includes individual shares plus all shares held by the following partnerships of which the reporting person is a Managing Director of the General Partner: Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

Note 2: Includes 42,431 shares held in The Anderson Living Trust of which the reporting person is the trustee and 31,752 shares held by Anvest, L.P. of which the reporting person is the General Partner. The reporting person disclaims beneficial ownership of the trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 3: Includes 20,141 shares held in The Baker Revocable Trust of which the reporting person is a trustee and 45,859 shares held by Saunders Holdings, L.P. of which the reporting person is a General Partner. The reporting person disclaims beneficial ownership of the trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 4: Includes 107,210 shares held in The Younger Living Trust of which the reporting person is the trustee, 19,782 shares held by a retirement trust for the benefit of the reporting person, 7,333 shares of director’s options which are fully vested and 2,380 shares owned by the children of the reporting person. The reporting person disclaims beneficial ownership of the living trust’s and the director’s options shares except as to the reporting person’s pecuniary interest therein.  The reporting person shares pecuniary interest in the director’s options shares with other individuals pursuant to a contractual relationship.  The reporting person disclaims beneficial ownership of the children’s shares.

 

Note 5: Includes 44,919 shares held in The Coxe Revocable Trust of which the reporting person is a trustee, 32,489 shares held by a retirement trust for the benefit of the reporting person and 21,698 shares held in The Tamerlane Charitable Remainder Unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the revocable trust’s and the unitrust’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 6: Includes 12,078 shares held in the Gregory P. and Sarah J.D. Sands Trust Agreement of which the reporting person is a trustee and 3,077 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trust agreement’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 7: Includes 3,223 shares held in The White Family Trust of which the reporting person is a trustee and 3,077 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the family trust’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 8: Includes 3,269 shares held in the Jeffrey W. and Christina R. Bird Trust Agreement of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of the trust agreement’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 9: Includes 2,794 shares held in The David and Robin Sweet Living Trust of which the reporting person is a trustee and 2,198 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the living trust’s shares except as to the reporting person’s pecuniary interest therein.

 


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