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