0001172661-12-000016.txt : 20120120
0001172661-12-000016.hdr.sgml : 20120120
20120120162252
ACCESSION NUMBER: 0001172661-12-000016
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120120
DATE AS OF CHANGE: 20120120
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: 12537252
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: ALLEN & CO INC/ALLEN HOLDING INC
CENTRAL INDEX KEY: 0000904807
IRS NUMBER: 931202428
STATE OF INCORPORATION: NY
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 711 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2128328300
MAIL ADDRESS:
STREET 1: 711 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13G/A
1
crdc123111a5.txt
SCHEDULE 13G AMENDMENT FILING
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Cardica, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
14141R101
(CUSIP Number)
December 31, 2011
(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 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 Person
Allen & Company Incorporated
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
New York
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 466,388 (including 48,450 shares
Beneficially underlying warrants)
Owned by
Each Reporting 7. Sole Dispositive Power: 0
Person With
8. Shared Dispositive Power: 466,388 (including 48,450 shares
underlying warrants)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
466,388 (including 48,450 shares underlying warrants)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
1.7%
12. Type of Reporting Person
CO
CUSIP No. 14141R101
1. Names of Reporting Person
Allen, Herbert A.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 40,556
Number of
Shares 6. Shared Voting Power: 466,388 (represents shares held by
Beneficially Allen & Company Incorporated)
Owned by
Each Reporting 7. Sole Dispositive Power: 40,556
Person With
8. Shared Dispositive Power: 466,388 (represents shares held by
Allen & Company Incorporated)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
506,944 (including 48,450 shares underlying warrants)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
1.9%
12. Type of Reporting Person
IN
CUSIP No. 14141R101
1. Names of Reporting Person
Allen, Bruce
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 862,500 (including 218,401 shares
underlying warrants)
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 862,500 (including 218,401 shares
Each Reporting underlying warrants)
Person With
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
862,500 (including 218,401 shares underlying warrants)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
3.2%
12. Type of Reporting Person
IN
CUSIP No. 14141R101
1. Names of Reporting Person
Allen, Susan K.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 121,213 (including 24,225 shares
underlying warrants)
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 121,213 (including 24,225 shares
Each Reporting underlying warrants)
Person With
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
121,213 (including 24,225 shares underlying warrants)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.4%
12. Type of Reporting Person
IN
CUSIP No. 14141R101
1. Names of Reporting Person
John Simon
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 906,768 (represents shares held as tenant
in common with wife and includes 255,726 shares underlying
warrants and options)
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 906,768 (represents shares held
Each Reporting as tenant in common with wife and includes 255,726
Person With shares underlying warrants and options)
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
906,768 (represents shares held as tenant in common with wife and
includes 255,726 shares underlying warrants and options)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
3.3%
12. Type of Reporting Person
IN
CUSIP No. 14141R101
1. Names of Reporting Person
Allen III, Herbert A.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 37,349 (represents shares held by
Beneficially certain individual accounts)
Owned by
Each Reporting 7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 37,349 (represents shares held by
certain individual accounts)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
37,349
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.1%
12. Type of Reporting Person
IN
Item 1. (a) Name of Issuer:
Cardica, Inc. ("Issuer")
Item 1. (b) Address of Issuer's Principal Executive Offices:
Cardica, Inc.
900 Saginaw Dr.,
Redwood City, CA 94063
Item 2. (a) Name of Person Filing:
(i) Allen & Company Incorporated
(ii) Herbert A. Allen
(iii) Bruce Allen
(iv) Susan K. Allen
(v) John Simon
(vi) Herbert A. Allen III
(b) Address or Principal Business Office or, If None, Residence:
(i) 711 Fifth Avenue, New York, NY 10022
(ii) 711 Fifth Avenue, New York, NY 10022
(iii) 711 Fifth Avenue, New York, NY 10022
(iv) 711 Fifth Avenue, New York, NY 10022
(v) 711 Fifth Avenue, New York, NY 10022
(vi) 711 Fifth Avenue, New York, NY 10022
(c) Citizenship:
(i) New York
(ii) United States
(iii) United States
(iv) United States
(v) United States
(vi) United States
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number: 14141R101
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:
(a) |_| Broker or dealer registered under section 15 of the Act;
(b) |_| Bank as defined in section 3(a)(6) of the Act;
(c) |_| Insurance company as defined in section 3(a)(19) of the Act;
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940;
(e) |_| An investment adviser in accordance with
13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with 13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| 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;
(j) |_| A non-U.S. institution in accordance with
13d-1(b)(1)(ii)(J);
(k) |_| Group, in accordance with 13d-1(b)(1)(ii)(K).
Item 4. Ownership
(a) Amount beneficially owned:
2,434,774 (includes 546,802 shares underlying warrants and
options)*
(b) Percent of class:
8.8%
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote: 1,931,037 (includes
498,352 shares underlying warrants and options)
(ii) Shared power to direct the vote: 503,737 (includes
48,450 shares underlying warrants)
(iii) Sole power to dispose or direct the disposition of:
1,931,037 (includes 498,352 shares underlying warrants
and options)
(iv) Shared power to dispose or direct the disposition of:
503,737 (includes 48,450 shares underlying warrants)
* The number of shares reported hereby excludes shares that, to the
Reporting Persons' knowledge, are held personally by certain officers
and employees of Allen & Company LLC, and their related parties. The
Reporting Persons disclaim beneficial ownership of all shares held by
such officers, employees and related parties. Although the number of
shares and percentage of class shown in Items 4(a) through (c) above
are calculated on an aggregate basis for all Reporting Persons, the
Reporting Persons disclaim that they are a "group" for purposes of
Rule 13d under the Securities Exchange Act of 1934.
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 5 percent of the class of securities, check the following |_|
Item 6. Ownership of More than Five 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
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certifications
By signing below I certify that, to the best of my 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.
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.
Date: January 20, 2012
Allen & Company Incorporated
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
By: /s/ Herbert A. Allen
--------------------------
Name: Herbert A. Allen
By: /s/ Bruce Allen
--------------------------
Name: Bruce Allen
By: /s/ Susan K. Allen
--------------------------
Name: Susan K. Allen
By: /s/ John Simon
--------------------------
Name: John Simon
By: /s/ Herbert A. Allen III
--------------------------
Name: Herbert A. Allen III
CUSIP NO: 14141R101 Exhibit 1
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 2,434,774 shares of Common Stock of Cardica, Inc. and further
agree that this Joint Filing Agreement shall be included as an exhibit to
such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness
or accuracy of the information concerning any other party making the filing,
unless such party knows or has reason to believe that such information is
inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing
Agreement as of the 20th day of January 2012.
Allen & Company Incorporated
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
By: /s/ Herbert A. Allen
--------------------------
Name: Herbert A. Allen
By: /s/ Bruce Allen
--------------------------
Name: Bruce Allen
By: /s/ Susan K. Allen
--------------------------
Name: Susan K. Allen
By: /s/ John Simon
--------------------------
Name: John Simon
By: /s/ Herbert A. Allen III
--------------------------
Name: Herbert A. Allen III