0001144204-11-054352.txt : 20110922 0001144204-11-054352.hdr.sgml : 20110922 20110922160051 ACCESSION NUMBER: 0001144204-11-054352 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110922 DATE AS OF CHANGE: 20110922 GROUP MEMBERS: ARTHUR COHEN GROUP MEMBERS: HEALTHCOR ASSOCIATES, LLC GROUP MEMBERS: HEALTHCOR CAPITAL, L.P. GROUP MEMBERS: HEALTHCOR GROUP, LLC GROUP MEMBERS: HEALTHCOR HYBRID OFFSHORE GP, LLC GROUP MEMBERS: HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P. GROUP MEMBERS: HEALTHCOR LONG MASTER GP, LLC GROUP MEMBERS: HEALTHCOR LONG OFFSHORE MASTER FUND, L.P. GROUP MEMBERS: HEALTHCOR OFFSHORE GP, LLC GROUP MEMBERS: HEALTHCOR OFFSHORE MASTER FUND, L.P. GROUP MEMBERS: HEALTHCOR, L.P. GROUP MEMBERS: JOSEPH HEALEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SALIX PHARMACEUTICALS LTD CENTRAL INDEX KEY: 0001009356 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943267443 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53269 FILM NUMBER: 111103151 BUSINESS ADDRESS: STREET 1: 8510 COLONNADE CENTER DRIVE CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: (919) 862-1000 MAIL ADDRESS: STREET 1: 8510 COLONNADE CENTER DRIVE CITY: RALEIGH STATE: NC ZIP: 27615 FORMER COMPANY: FORMER CONFORMED NAME: SALIX HOLDINGS LTD DATE OF NAME CHANGE: 19970807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HealthCor Management, L.P. CENTRAL INDEX KEY: 0001343781 IRS NUMBER: 202893581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-622-7888 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 v235514_13g.htm SCHEDULE 13G
 
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)

(Amendment No.)*

Salix Pharmaceuticals Ltd.
(Name of Issuer)

Common Stock, par value $0.001
(Title of Class of Securities)
 
795435106
(CUSIP Number)
 
September 14, 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)
    
(Page 1 of 20 Pages)
 
*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 purposes 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. 795435106
13G
Page 2 of 20 Pages

 
(1)
NAMES OF REPORTING PERSONS
   
HealthCor Management, L.P.
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
3,200,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
3,200,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
3,200,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
5.42%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
PN
 
 
 
 
 
CUSIP No. 795435106
13G
Page 3 of 20 Pages

 
(1)
NAMES OF REPORTING PERSONS
   
HealthCor Associates, LLC
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
3,200,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
3,200,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
3,200,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
5.42%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
OO - limited liability company
 
 
 
 
 
CUSIP No. 795435106
13G
Page 4 of 20 Pages

 
(1)
NAMES OF REPORTING PERSONS
   
HealthCor Offshore Master Fund, L.P.
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Cayman Islands
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
2,044,004
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
2,044,004
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
2,044,004
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
3.46%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
PN
 
 
 
 
 
CUSIP No. 795435106
13G
Page 5 of 20 Pages

 
(1)
NAMES OF REPORTING PERSONS
   
HealthCor Offshore GP, LLC
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Cayman Islands
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
2,044,004
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
2,044,004
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
2,044,004
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
3.46%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
OO – limited liability company
 
 
 
 
 
CUSIP No. 795435106
13G
Page 6 of 20 Pages

 
(1)
NAMES OF REPORTING PERSONS
   
HealthCor Hybrid Offshore Master Fund, L.P.
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Cayman Islands
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
292,160
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
292,160
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
292,160
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
0.49%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
PN
 
 
 
 
 
CUSIP No. 795435106
13G
Page 7 of 20 Pages

 
(1)
NAMES OF REPORTING PERSONS
   
HealthCor Hybrid Offshore GP, LLC
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Cayman Islands
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
292,160
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
292,160
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
292,160
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
0.49%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
OO - limited liability company
 
 
 
 
 
CUSIP No. 795435106
13G
Page 8 of 20 Pages

 
(1)
NAMES OF REPORTING PERSONS
   
HealthCor Group, LLC
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
3,200,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
3,200,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
3,200,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
5.42%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
OO - limited liability company
 
 
 
 
 
CUSIP No. 795435106
13G
Page 9 of 20 Pages

 
(1)
NAMES OF REPORTING PERSONS
   
HealthCor Capital, L.P.
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
823,836
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
823,836
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
823,836
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
1.39%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
PN
 
 
 
 
 
CUSIP No. 795435106
13G
Page 10 of 20 Pages

 
(1)
NAMES OF REPORTING PERSONS
   
HealthCor, L.P.
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
823,836
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
823,836
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
823,836
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
1.39%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
PN
 
 
 
 
 
CUSIP No. 795435106
13G
Page 11 of 20 Pages

 
(1)
NAMES OF REPORTING PERSONS
   
Arthur Cohen
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
3,200,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
3,200,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
3,200,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
5.42%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
IN
 
 
 
 
 
CUSIP No. 795435106
13G
Page 12 of 20 Pages
 
 
(1)
NAMES OF REPORTING PERSONS
   
Joseph Healey
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
3,200,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
3,200,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
3,200,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
5.42%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
IN
 
 
 
 
 
CUSIP No. 795435106
13G
Page 13 of 20 Pages
 
 
(1)
NAMES OF REPORTING PERSONS
   
HealthCor Long Offshore Master Fund, L.P.
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
40,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
40,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
40,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
0.07%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
PN
 
 
 
 
 
CUSIP No. 795435106
13G
Page 14 of 20 Pages
 
 
(1)
NAMES OF REPORTING PERSONS
   
HealthCor Long Master GP, LLC
 
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  
 
(a)
x
 
(b)
¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
 
 
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
40,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
40,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
   
BY EACH REPORTING PERSON
   
40,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT
  
   
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
 
(11)
PERCENT OF CLASS REPRESENTED
   
BY AMOUNT IN ROW (9)
   
0.07%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
   
OO - limited company
 
 
 
 
 
CUSIP No. 795435106
13G
Page 15 of 20 Pages
 
Item 1(a).
Name of Issuer:
 
Salix Pharmaceuticals Ltd.

Item 1(b).
Address of Issuer's Principal Executive Offices:
 
1700 Perimeter Park Drive, Morrisville, NC  27560-8404

Item 2(a, b, c).
Name of Person Filing:
 
(i) HealthCor Management, L.P., a Delaware limited partnership; Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(ii) HealthCor Associates, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(iii) HealthCor Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(iv) HealthCor Offshore GP, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(v) HealthCor Hybrid Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(vi) HealthCor Hybrid Offshore GP, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(vii) HealthCor Group, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(viii) HealthCor Capital, L.P., a Delaware limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(ix) HealthCor, L.P., a Delaware limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
 
 
 
 
 
CUSIP No. 795435106
13G
Page 16 of 20 Pages
 
(x)  Joseph Healey; Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(xi) Arthur Cohen, 12 South Main Street, #203 Norwalk, Ct 06854;

(xii)  HealthCor Long Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019; and

(xiii)   HealthCor Long Master GP, LLC., a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019.

Both Mr. Healey and Mr. Cohen are United States citizens.

The persons at (i) through (xiii) above are collectively referred to herein as the "Reporting Persons".
 
Item 2(d).
Title of Class of Securities: Common Stock, $.001 Par Value Per Share(the "Common Stock")

Item 2(e).
CUSIP Number:  795435106
 
Item 3.
Not applicable.

Item 4.
Ownership.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Collectively, HealthCor, L.P., HealthCor Offshore Master Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P., and HealthCor Long Offshore Master Fund, L.P. (each a "Fund" and together, the "Funds") are the beneficial owners of a total of 3,200,000 shares of the Common Stock of the Issuer.

HealthCor Offshore GP, LLC is the general partner of HealthCor Offshore Master Fund, L.P.  Accordingly, HealthCor Offshore GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P.  HealthCor Group, LLC is the general partner of HealthCor Offshore GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P.

HealthCor Hybrid Offshore GP, LLC is the general partner of HealthCor Hybrid Offshore Master Fund, L.P.  Accordingly, HealthCor Hybrid Offshore GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Hybrid Offshore Master Fund, L.P.  HealthCor Group, LLC is the general partner of HealthCor Hybrid Offshore GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Hybrid Offshore Master Fund, L.P.
 
 
 
 
 
CUSIP No. 795435106
13G
Page 17 of 20 Pages
 
HealthCor Long Master GP, LLC is the general partner of HealthCor Long Offshore Master Fund, L.P.  Accordingly, HealthCor Long Master GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Long Offshore Master Fund, L.P.  HealthCor Group, LLC is the general partner of HealthCor Long Master GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Long Offshore Master Fund, L.P.
 
By virtue of its position as the investment manager of the Funds, HealthCor Management, L.P. may be deemed a beneficial owner of all the shares of Common Stock owned by the Funds.  HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and thus may also be deemed to beneficially own the shares of Common Stock that are beneficially owned by the Funds.

HealthCor Group LLC is the general partner of HealthCor Capital, L.P., which is in turn the general partner of HealthCor, L.P.  Accordingly, each of HealthCor Capital L.P. and HealthCor Group, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor, L.P.

As the Managers of HealthCor Associates, LLC, Arthur Cohen and Joseph Healey exercise both voting and investment power with respect to the shares of Common Stock reported herein, and therefore each may be deemed a beneficial owner of such Common Stock.

Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock in excess of their actual pecuniary interest therein.
 
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.

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.
 
See Exhibit I
 
 
 
 
 
CUSIP No. 795435106
13G
Page 18 of 20 Pages
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable
 
Item 10.
Certification.

 
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.
  
Exhibits:

Exhibit I: Joint Acquisition Statement, dated as of September 22, 2011.
 
 
 
 
 
CUSIP No. 795435106
13G
Page 19 of 20 Pages
 
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.

DATED:  September 22, 2011

 
HEALTHCOR MANAGEMENT, L.P., for itself
     
   
By: HealthCor Associates, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
     
   
Name: John H. Coghlin
   
Title: General Counsel

 
HEALTHCOR CAPITAL, L.P., for itself and as general partner on behalf of HEALTHCOR L.P.
     
   
By: HealthCor Group, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
     
   
Name: John H. Coghlin
   
Title: General Counsel

 
HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
     
     
   
By: HealthCor Group, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
     
   
Name:  John H. Coghlin
   
Title:  General Counsel

 
HEALTHCOR HYBRID OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P.
     
     
   
By: HealthCor Group, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
     
   
Name:  John H. Coghlin
   
Title:  General Counsel
 
 
 
 
CUSIP No. 795435106
13G
Page 20 of 20 Pages
 
 
HEALTHCOR LONG MASTER GP, LLC, for itself and as general partner of behalf of HEALTHCOR LONG OFFSHORE MASTER FUND, L.P.
     
     
   
By: HealthCor Group, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
     
   
Name:  John H. Coghlin
   
Title:  General Counsel

 
HEALTHCOR ASSOCIATES, LLC
     
   
By: /s/ John H. Coghlin
  
     
   
Name: John H. Coghlin
   
Title: General Counsel

 
HEALTHCOR GROUP, LLC
     
   
By: /s/ John H. Coghlin
  
     
   
Name: John H. Coghlin
   
Title: General Counsel
     
 
JOSEPH HEALEY, Individually
     
   
/s/ Joseph Healey
  
     
 
ARTHUR COHEN, Individually
     
   
/s/ Arthur Cohen
  
 
 
 
 
 
EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated:            September 22, 2011

 
HEALTHCOR MANAGEMENT, L.P., for itself
     
   
By: HealthCor Associates, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
     
   
Name: John H. Coghlin
   
Title: General Counsel

 
HEALTHCOR CAPITAL, L.P., for itself and as general partner on behalf of HEALTHCOR L.P.
     
   
By: HealthCor Group, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
     
   
Name: John H. Coghlin
   
Title: General Counsel

 
HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
     
   
By: HealthCor Group, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
     
   
Name:  John H. Coghlin
   
Title:  General Counsel

 
HEALTHCOR HYBRID OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P.
     
   
By: HealthCor Group, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
     
   
Name:  John H. Coghlin
   
Title:  General Counsel
 
 
 
 
 
 
HEALTHCOR LONG MASTER GP, LLC, for itself and as general partner of behalf of HEALTHCOR LONG OFFSHORE MASTER FUND, L.P.
     
   
By: HealthCor Group, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
     
   
Name:  John H. Coghlin
   
Title:  General Counsel
 
 
HEALTHCOR ASSOCIATES, LLC
     
   
By: /s/ John H. Coghlin
  
     
   
Name: John H. Coghlin
   
Title: General Counsel

 
HEALTHCOR GROUP, LLC
     
   
By: /s/ John H. Coghlin
  
     
   
Name: John H. Coghlin
   
Title: General Counsel

 
 JOSEPH HEALEY, Individually
     
   
/s/ Joseph Healey
  
     
 
ARTHUR COHEN, Individually
     
   
/s/ Arthur Cohen