-----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, D13K84fWjE2WZakua6NlKUha4s14UA5Ev3ORUr9XlWDmm0z22jwTohhWv5Xm7Xjj VaNI6RCdS3WU1zqTMMCqZQ== 0001104659-08-010869.txt : 20080214 0001104659-08-010869.hdr.sgml : 20080214 20080214172725 ACCESSION NUMBER: 0001104659-08-010869 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: CARLOS A. FERRER GROUP MEMBERS: DAVID FREEMAN GROUP MEMBERS: FFC EXECUTIVE GP II, LLC GROUP MEMBERS: FFC EXECUTIVE PARTNERS II, L.P. GROUP MEMBERS: FFC GP II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Volcano CORP CENTRAL INDEX KEY: 0001354217 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330928885 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82497 FILM NUMBER: 08619343 BUSINESS ADDRESS: STREET 1: 2870 KILGORE ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 800-228-4728 MAIL ADDRESS: STREET 1: 2870 KILGORE ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FFC Partners II LP CENTRAL INDEX KEY: 0001365803 IRS NUMBER: 061559367 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O FERRER FREEMAN & COMPANY, LLC STREET 2: THE MILL - 10 GLENVILLE STREET CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: (203) 532-8033 MAIL ADDRESS: STREET 1: C/O FERRER FREEMAN & COMPANY, LLC STREET 2: THE MILL - 10 GLENVILLE STREET CITY: GREENWICH STATE: CT ZIP: 06831 SC 13G/A 1 a08-5773_1sc13ga.htm AMENDMENT

 

 

OMB APPROVAL

 

OMB Number: 3235-0145

 

Expires: February 28, 2009

 

Estimated average burden
hours per response . . . . . 10.4

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Volcano Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

928645100

(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).

 

 

Continued on following pages

Page 1 of 14 Pages

Exhibit Index:  Page 12



 

 

 

CUSIP No.  928645100

13G

 

 

 

1.

Names of Reporting Persons
FFC Partners II, 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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,564,439

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,564,439

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,564,439

 

 

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)
3.3%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2 of 14



 

 

CUSIP No.  928645100

13G

 

 

 

1.

Names of Reporting Persons
FFC GP II, LLC

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,564,439

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,564,439

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,564,439

 

 

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)
3.3%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

 

3 of 14



 

 

 

CUSIP No.  928645100

13G

 

 

 

1.

Names of Reporting Persons
FFC Executive Partners II, 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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
22,527

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
22,527

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,527

 

 

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

 

 

4 of 14



 

 

 

CUSIP No.  928645100

13G

 

 

 

1.

Names of Reporting Persons
FFC Executive GP II, LLC

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
22,527

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
22,527

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,527

 

 

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)
OO

 

 

5 of 14



 

 

CUSIP No.  928645100

13G

 

 

 

1.

Names of Reporting Persons
Carlos A. Ferrer

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
10,454

 

6.

Shared Voting Power
1,595,966 (1)

 

7.

Sole Dispositive Power
10,454

 

8.

Shared Dispositive Power
1,595,966 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,606,420 (1)

 

 

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)
3.4% (1)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1) Includes 9,000 Shares held by the Carlos A. Ferrer 1994 Investment Trust, of which Mr. Ferrer’s spouse and brother serve as trustees.  Mr. Ferrer disclaims beneficial ownership of these Shares.

 

 

6 of 14



 

 

 

CUSIP No.  928645100

13G

 

 

 

1.

Names of Reporting Persons
David Freeman

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,683

 

6.

Shared Voting Power
1,586,966

 

7.

Sole Dispositive Power
4,683

 

8.

Shared Dispositive Power
1,586,966

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,591,649

 

 

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)
3.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

7 of 14



 

Item 1.

 

(a)

Name of Issuer
Volcano Corporation (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
2870 Kilgore Road, Rancho Cordova, California 95670

 

Item 2.

 

(a)

Name of Person Filing
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

FFC Partners II, L.P.;

FFC GP II, LLC;

FFC Executive Partners II, L.P.;

FFC Executive GP II, LLC;

Carlos A. Ferrer; and

David Freeman.

 

FFC GP II, LLC is the general partner of FFC Partners II, L.P., and FFC Executive GP II, LLC is the general partner of FFC Executive Partners II, L.P.  The managing members of each of FFC GP II, LLC and FFC Executive GP II, LLC are Mr. Ferrer and Mr. Freeman.

 

 

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the Reporting Persons is The Mill — 10 Glenville Street, Greenwich, CT 06831.

 

 

(c)

Citizenship

FFC Partners II, L.P. is a Delaware limited partnership;

FFC GP II, LLC is a Delaware limited liability company;

FFC Executive Partners II, L.P. is a Delaware limited partnership;

FFC Executive GP II, LLC is a Delaware limited liability company;

Carlos A. Ferrer is a United States citizen; and

David Freeman is a United States citizen.

 

(d)

Title of Class of Securities

Common Stock, par value $0.001 per share (the “Shares”)

 

(e)

CUSIP Number
928645100

 

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:

 

Not applicable.

 

 

8 of 14



 

 

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:   

As of December 31, 2007, each of the Reporting Persons may be deemed to be the beneficial owner of the following Shares:

 

(i)  Each of FFC Partners II, L.P. and FFC GP II, LLC may be deemed to the beneficial owner of the 1,564,439 Shares held for the account of FFC Partners II, L.P.

 

(ii)  Each of FFC Executive Partners II, L.P. and FFC Executive GP II, LLC may be deemed to be the beneficial owner of the 22,527 Shares held for the account of FFC Executive Partners II, L.P.

 

(iii)  Mr. Ferrer may be deemed to be the beneficial owner of 1,606,420 Shares.  This number consists of 1,564,439 Shares held for the account of FFC Partners II, L.P., 22,527 Shares held for the account of FFC Executive Partners II, L.P., 10,454 Shares held by Mr. Ferrer as an individual and 9,000 Shares held for the account of the Carlos A. Ferrer 1994 Investment Trust, of which Mr. Ferrer’s spouse and brother serve as trustees.  Mr. Ferrer disclaims beneficial ownership of the Shares held for the account of the Carlos A. Ferrer 1994 Investment Trust.

 

(iv)  Mr. Freeman may be deemed to be the beneficial owner of 1,591,649 Shares.  This number consists of 1,564,439 Shares held for the account of FFC Partners II, L.P., 22,527 Shares held for the account of FFC Executive Partners II, L.P., and 4,683 shares held by Mr. Freeman as an individual.

 

 

(b)

Percent of class:   

The following percentages are calculated on the basis of the Issuer having 46,810,238 Shares outstanding as of November 7, 2007 reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 13, 2007:

 

(i)  The number of Shares of which each of FFC Partners II, L.P. and FFC GP II, LLC may be deemed to the beneficial owner constitutes approximately 3.3% of the total number of outstanding Shares.

 

(ii)  The number of Shares of which each of FFC Executive Partners II, L.P. and FFC Executive GP II, LLC may be deemed to be the beneficial owner constitutes approximately 0.0% of the total number of outstanding Shares.

 

(iii)  The number of Shares of which Mr. Ferrer may be deemed to be the beneficial owner constitutes approximately 3.4% of the total number of outstanding Shares.

 

(iv)  The number of Shares of which Mr. Freeman may be deemed to be the beneficial owner constitutes approximately 3.4% of the total number of outstanding Shares.

 

 

(c)

Number of shares as to which the person has:

FFC Partners II, L.P. and FFC GP II, LLC

 

 

(i)

Sole power to vote or to direct the vote   

1,564,439

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,564,439

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

 

 

 

 

 

FFC Executive Partners II, L.P. and FFC Executive GP II, LLC

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote   

22,527

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

22,527

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

 

9 of 14



 

 

 

 

Mr. Ferrer

 

 

(i)

Sole power to vote or to direct the vote   

10,454

 

 

(ii)

Shared power to vote or to direct the vote    

1,595,966*

 

 

(iii)

Sole power to dispose or to direct the disposition of   

10,454

 

 

(iv)

Shared power to dispose or to direct the disposition of   

1,595,966*

 

 


* Includes 9,000 Shares as to which Mr. Ferrer disclaims beneficial ownership.

 

 

 

 

 

Mr. Freeman

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote   

4,683

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote    

1,586,966

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

4,683

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

1,586,966

 

 

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   x.

 

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 or Control Person

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.

Certification.

Not applicable.

 

 

10 of 14



 

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:  February 14, 2008

 

 

FFC PARTNERS II, L.P.

 

 

 

 

 

 

 

 

 

By:

FFC GP II, LLC, as its general partner

 

 

 

 

 

 

 

 

By:

Carlos A. Ferrer, as its Managing Member

 

 

 

 

 

 

 

 

By:

/s/ Tricia A. Summers

 

 

 

 

Name: Tricia A. Summers, as his Attorney-in-Fact

 

 

 

 

 

 

 

 

 

 

 

 

 

FFC GP II, LLC

 

 

 

 

 

 

 

 

 

By:

Carlos A. Ferrer, as its Managing Member

 

 

 

 

 

 

 

 

By:

/s/ Tricia A. Summers

 

 

 

 

Name: Tricia A. Summers, as his Attorney-in-Fact

 

 

 

 

 

 

 

 

 

 

 

 

 

FFC EXECUTIVE PARTNERS II, L.P.

 

 

 

 

 

 

 

 

 

By:

FFC EXECUTIVE GP II, LLC, as its general partner

 

 

 

 

 

 

 

 

By:

Carlos A. Ferrer, as its Managing Member

 

 

 

 

 

 

 

 

By:

/s/ Tricia A. Summers

 

 

 

 

Name: Tricia A. Summers, as his Attorney-in-Fact

 

 

 

 

 

 

 

 

FFC EXECUTIVE GP II, LLC

 

 

 

 

 

 

 

 

 

By:

Carlos A. Ferrer, as its Managing Member

 

 

 

 

 

 

 

 

By:

/s/ Tricia A. Summers

 

 

 

 

Name: Tricia A. Summers, as his Attorney-in-Fact

 

 

 

 

 

 

 

 

CARLOS A. FERRER

 

 

 

 

 

 

 

 

 

By:

/s/ Tricia A. Summers

 

 

 

 

Name: Tricia A. Summers, as his Attorney-in-Fact

 

 

 

 

 

 

 

 

DAVID FREEMAN

 

 

 

 

 

 

 

 

 

By:

/s/ Tricia A. Summers

 

 

 

 

Name: Tricia A. Summers, as his Attorney-in-Fact

 

 

 

 

11 of 14



 

EXHIBIT LIST

 

 

 

 

 

Page No.

 

A.

 

Power of Attorney granted by Carlos A. Ferrer in favor of Thomas J. Flynn and Tricia A. Summers.

 

13

 

 

 

 

 

 

 

B.

 

Power of Attorney granted by David A. Freeman in favor of Thomas J. Flynn and Tricia A. Summers.

 

14

 

 

 

 

12 of 14



 

EXHIBIT A

 

POWER OF ATTORNEY

 

Know all by these presents that Carlos A. Ferrer does hereby make, constitute and appoint Thomas J. Flynn and Tricia A. Summers, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

By:

/s/ Carlos A. Ferrer

 

 

Name: Carlos A. Ferrer

 

 

 

 

13 of 14



 

EXHIBIT B

 

POWER OF ATTORNEY

 

Know all by these presents that David A. Freeman does hereby make, constitute and appoint Thomas J. Flynn and Tricia A. Summers, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

By:

/s/ David A. Freeman

 

 

 

Name: David A. Freeman

 

 

 

 

 

14 of 14


-----END PRIVACY-ENHANCED MESSAGE-----