0001104659-13-008674.txt : 20130208 0001104659-13-008674.hdr.sgml : 20130208 20130208060430 ACCESSION NUMBER: 0001104659-13-008674 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130208 DATE AS OF CHANGE: 20130208 GROUP MEMBERS: ANDREW T. SHEEHAN GROUP MEMBERS: DAVID E. SWEET GROUP MEMBERS: DAVID L. ANDERSON GROUP MEMBERS: G. LEONARD BAKER, JR. GROUP MEMBERS: JAMES C. GAITHER GROUP MEMBERS: JAMES N. WHITE GROUP MEMBERS: JEFFREY W. BIRD GROUP MEMBERS: MICHAEL L. SPEISER GROUP MEMBERS: SAMUEL J. PULLARA III GROUP MEMBERS: STEFAN A. DYCKERHOFF GROUP MEMBERS: SUTTER HILL ENTREPRENEURS FUND (AI), L.P GROUP MEMBERS: SUTTER HILL ENTREPRENEURS FUND (QP), L.P. 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: 13584555 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 a13-3867_1sc13ga.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. 7)*

 

Cardica, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

14141R101

(CUSIP Number)

December 31, 2012

(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. I.R.S. Identification Nos. of above persons (entities only)
Sutter Hill Ventures, A California Limited Partnership

 

 

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
3,093,733*

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
3,093,733*

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,093,733

 

 

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)
8.2%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


* See Appendix A, Note 1.

 

2



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sutter Hill Entrepreneurs Fund (AI), L.P.

 

 

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)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3



 

 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sutter Hill Entrepreneurs Fund (QP), L.P.

 

 

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)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
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
300,504*

 

6.

Shared Voting Power
3,128,087**

 

7.

Sole Dispositive Power
300,504*

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,428,591

 

 

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)
9.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*      See Appendix A, Note 3.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

5



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
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
313,857*

 

6.

Shared Voting Power
3,128,087**

 

7.

Sole Dispositive Power
313,857*

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,441,944

 

 

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)
9.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*      See Appendix A, Note 4.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

6



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
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
834,338*

 

6.

Shared Voting Power
3,128,087**

 

7.

Sole Dispositive Power
834,338*

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,962,425

 

 

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)
10.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*      See Appendix A, Note 5.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

7



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
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
621,564*

 

6.

Shared Voting Power
3,128,087**

 

7.

Sole Dispositive Power
621,564*

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,749,651

 

 

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)
9.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*      See Appendix A, Note 6.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

8



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
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
151,323*

 

6.

Shared Voting Power
3,128,087**

 

7.

Sole Dispositive Power
151,323*

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,279,410

 

 

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)
8.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*      See Appendix A, Note 7.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

9



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
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
150,121*

 

6.

Shared Voting Power
3,128,087**

 

7.

Sole Dispositive Power
150,121*

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,278,208

 

 

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)
8.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*      See Appendix A, Note 8.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

10



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
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
125,004*

 

6.

Shared Voting Power
3,128,087**

 

7.

Sole Dispositive Power
125,004*

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,253,091

 

 

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)
8.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*      See Appendix A, Note 9.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

11



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
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
32,171*

 

6.

Shared Voting Power
3,128,087**

 

7.

Sole Dispositive Power
32,171*

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,160,258

 

 

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)
8.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*      See Appendix A, Note 10.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

12



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
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
50,986*

 

6.

Shared Voting Power
3,128,087**

 

7.

Sole Dispositive Power
50,986*

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,179,073

 

 

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)
8.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*      See Appendix A, Note 11.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

13



 

CUSIP No. 14141R101

 

 

1.

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

 

 

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
7,784*

 

6.

Shared Voting Power
3,128,087**

 

7.

Sole Dispositive Power
7,784*

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,135,871

 

 

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)
8.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*      See Appendix A, Note 12.

**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

14



 

CUSIP No. 14141R101

 

 

1.

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

 

 

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
German citizen (U.S. permanent resident)

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,128,087**

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,128,087

 

 

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)
8.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

15



 

CUSIP No. 14141R101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Samuel J. Pullara III

 

 

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
3,128,087**

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,128,087**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,128,087

 

 

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)
8.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


**   Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) owned by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Appendix A.

 

16



 

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
See Appendix A; Appendix A is hereby incorporated by reference

 

(b)

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

 

(c)

Citizenship
See Appendix 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 associations 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

 

 

17



 

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 Appendix A, which is hereby incorporated by reference and related pages 2 to 16

 

(b)

Percent of class:   

See Appendix A, which is hereby incorporated by reference and related pages 2 to 16

 

(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 Appendix A, which is hereby incorporated by reference and related pages 2 to 16. Messrs. Anderson, Baker, Younger, Coxe, Gaither, White, Bird, Sweet, Sheehan, Speiser, Dyckerhoff and Pullara 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., and 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 Appendix A

 

Item 9.

Notice of Dissolution of Group

N/A

 

18



 

Item 10.

Certification

N/A

 

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.

 

 

2/8/2013

 

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/ James C. Gaither

 

Signature

 

 

 

/s/ James N. White

 

Signature

 

 

 

/s/ Jeffrey W. Bird

 

Signature

 

 

 

/s/ David E. Sweet

 

Signature

 

 

 

/s/ Andrew T. Sheehan

 

Signature

 

 

 

/s/ Michael L. Speiser

 

Signature

 

 

 

/s/ Stefan A. Dyckerhoff

 

Signature

 

 

 

/s/ Samuel J. Pullara III

 

Signature

 

19



 

APPENDIX A TO SCHEDULE 13G - CARDICA, INC.

 

 

 

Aggregate Number of

 

 

 

 

 

 

 

Shares Beneficially Owned

 

 

 

% of

 

Name of Originator

 

Individual

 

 

 

Aggregate

 

 

 

Total Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Ventures, A California Limited Partnership

 

3,093,733

 

Note 1

 

 

 

 

 

8.2

%

 

 

 

 

 

 

 

 

 

 

 

 

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

 

9,726

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

 

 

 

 

 

 

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

 

24,628

 

 

 

 

 

 

 

0.1

%

 

 

 

 

 

 

 

 

 

 

 

 

Total of Sutter Hill Funds

 

3,128,087

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David L. Anderson

 

300,504

 

Note 3

 

 

 

 

 

0.8

%

 

 

 

 

 

 

3,428,591

 

Note 2

 

9.1

%

 

 

 

 

 

 

 

 

 

 

 

 

G. Leonard Baker, Jr.

 

313,857

 

Note 4

 

 

 

 

 

0.8

%

 

 

 

 

 

 

3,441,944

 

Note 2

 

9.1

%

 

 

 

 

 

 

 

 

 

 

 

 

William H. Younger, Jr.

 

834,338

 

Note 5

 

 

 

 

 

2.2

%

 

 

 

 

 

 

3,962,425

 

Note 2

 

10.5

%

 

 

 

 

 

 

 

 

 

 

 

 

Tench Coxe

 

621,564

 

Note 6

 

 

 

 

 

1.7

%

 

 

 

 

 

 

3,749,651

 

Note 2

 

9.9

%

 

 

 

 

 

 

 

 

 

 

 

 

James C. Gaither

 

151,323

 

Note 7

 

 

 

 

 

0.4

%

 

 

 

 

 

 

3,279,410

 

Note 2

 

8.7

%

 

 

 

 

 

 

 

 

 

 

 

 

James N. White

 

150,121

 

Note 8

 

 

 

 

 

0.4

%

 

 

 

 

 

 

3,278,208

 

Note 2

 

8.7

%

 

 

 

 

 

 

 

 

 

 

 

 

Jeffrey W. Bird

 

125,004

 

Note 9

 

 

 

 

 

0.3

%

 

 

 

 

 

 

3,253,091

 

Note 2

 

8.6

%

 

 

 

 

 

 

 

 

 

 

 

 

David E. Sweet

 

32,171

 

Note 10

 

 

 

 

 

0.1

%

 

 

 

 

 

 

3,160,258

 

Note 2

 

8.4

%

 

 

 

 

 

 

 

 

 

 

 

 

Andrew T. Sheehan

 

50,986

 

Note 11

 

 

 

 

 

0.1

%

 

 

 

 

 

 

3,179,073

 

Note 2

 

8.4

%

 

 

 

 

 

 

 

 

 

 

 

 

Michael L. Speiser

 

7,784

 

Note 12

 

 

 

 

 

0.0

%

 

 

 

 

 

 

3,135,871

 

Note 2

 

8.3

%

Stefan A. Dyckerhoff

 

0

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

3,128,087

 

Note 2

 

8.3

%

Samuel J. Pullara III

 

0

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

3,128,087

 

Note 2

 

8.3

%

 

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 with the exception of Mr. Dyckerhoff who is a citizen of Germany and U.S. permanent resident.

 

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 662,676 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12.

 

Note 2:  Includes individual shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) plus all shares (and shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12) 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.

 

Note 3:  Comprised of 82,798 shares (including 1,272 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12) held in The Anderson Living Trust of which the reporting person is the trustee, 185,954 shares (including 61,985 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12) held by a retirement trust for the benefit of the reporting person and 31,752 shares held by Anvest, L.P. of which the reporting person is the trustee of a trust which is the General Partner.

 

Note 4:  Comprised of 141,024 shares (including 29,747 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) held in The Baker Revocable Trust of which the reporting person is a trustee and 172,833 shares (including 36,368 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12) held by Saunders Holdings, L.P. of which the reporting person is a trustee of a trust which is the General Partner.

 

Note 5:  Comprised of 273,589 shares (including 43,818 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) held in The William H. Younger, Jr. Revocable Trust of which the reporting person is the trustee, 292,630 shares (including 119,761 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12) held by a retirement trust for the benefit of the reporting person, 221,135 shares (including 39,920 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12) held by Yovest, L.P. of which the reporting person is the trustee of a trust which is the General Partner, 44,651 shares of director’s options which are fully vested and exercisable within 60 days after 12/31/12 and 2,333 shares that were issued to Mr. Younger upon exercise of director’s options.

 

Note 6:  Comprised of 190,004 shares (including 16,013 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12) held in The Coxe Revocable Trust of which the reporting person is a trustee, 409,862 shares (including 115,086 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12) 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.

 

Note 7: Comprised of 10,444 shares held in the individual’s name, 133,059 shares (including 31,889 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) held in The Gaither Revocable Trust of which the reporting person is the trustee and 7,820 shares held by Tallack Partners, L.P. of which the reporting person is the trustee of a trust which is the General Partner.

 

Note 8: Comprised of 147,044 shares (including 31,854 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) held in The White Revocable 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.

 

Note 9: Comprised of 125,004 shares (including 26,547 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) held in the Jeffrey W. and Christina R. Bird Trust of which the reporting person is a trustee.

 

Note 10: Comprised of 10,066 shares (including 1,266 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12) held in The David and Robin Sweet Living Trust of which the reporting person is a trustee and 22,105 shares (including 5,528 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12)

 



 

held by a retirement trust for the benefit of the reporting person.

 

Note 11: Comprised of 50,986 shares (including 14,436 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/12) held in the Sheehan 2003 Trust of which the reporting person is a trustee.

 

Note 12: Comprised of 6,983 shares (including 1,670 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/12) held in the Speiser Trust Agreement of which the reporting person is a trustee and 801 shares held by a retirement trust for the benefit of the reporting person.