0001019687-11-000781.txt : 20110307 0001019687-11-000781.hdr.sgml : 20110307 20110307171657 ACCESSION NUMBER: 0001019687-11-000781 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110307 DATE AS OF CHANGE: 20110307 GROUP MEMBERS: SAINTS CAPITAL EVEREST, L.P. GROUP MEMBERS: SAINTS CAPITAL EVEREST, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REVA Medical, Inc. CENTRAL INDEX KEY: 0001496268 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 330810505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85775 FILM NUMBER: 11669604 BUSINESS ADDRESS: STREET 1: 5751 COPLEY DRIVE, SUITE B CITY: SAN DIEGO STATE: CA ZIP: 92111 BUSINESS PHONE: (858) 966-3000 MAIL ADDRESS: STREET 1: 5751 COPLEY DRIVE, SUITE B CITY: SAN DIEGO STATE: CA ZIP: 92111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAINTS CAPITAL EVEREST LP CENTRAL INDEX KEY: 0001441372 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 475 SANSOME STREET STREET 2: SUITE 1850 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-773-2080 MAIL ADDRESS: STREET 1: 475 SANSOME STREET STREET 2: SUITE 1850 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 saints_13g-123110.htm saints_13g-123110.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13G
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___) *
 

 
REVA Medical, Inc.
(Name of Issuer)
 

COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
 
76133E 109
(CUSIP Number)
 
December 31, 2010
(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)
£
Rule 13d-1(c)
Q
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. 76133E 109
13G
Page 2 of 8
 
 
1.
NAMES OF REPORTING PERSONS
 
Saints Capital Everest, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  £
(b)  Q
 
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  
 
4,577,465
6.
SHARED VOTING POWER   
 
- 0 -
7.
SOLE DISPOSITIVE POWER  
 
4,577,465
8.
SHARED DISPOSITIVE POWER  
 
- 0 -
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,577,465(1)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    £
 
N/A
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
14.0%(2)
12.
TYPE OF REPORTING PERSON
 
PN
 

 
(1) 
Includes 909,091 CHESS Depositary Interests that are convertible at the option of the holder into shares of Common Stock on a 10-for-1 basis.
(2) 
The percentage is calculated based on 32,760,503 shares of Common Stock outstanding on December 31, 2010.
 

 
 

 


CUSIP No. 76133E 109
13G
Page 3 of 8

 
1.
NAMES OF REPORTING PERSONS
 
Saints Capital Everest, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  £
(b)  Q
 
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  
 
4,577,465
6.
SHARED VOTING POWER   
 
- 0 -
7.
SOLE DISPOSITIVE POWER  
 
4,577,465
8.
SHARED DISPOSITIVE POWER  
 
- 0 -
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,577,465(1)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    £
 
N/A
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
14.0%(2)
12.
TYPE OF REPORTING PERSON
 
OO
 

 
(1) 
Includes 909,091 CHESS Depositary Interests that are convertible at the option of the holder into shares of Common Stock on a 10-for-1 basis.
(2) 
The percentage is calculated based on 32,760,503 shares of Common Stock outstanding on December 31, 2010.
 

 
 

 


CUSIP No. 76133E 109
13G
Page 4 of 8

 
Item 1(a). 
Name of Issuer:

REVA Medical, Inc.

Item 1(b). 
Address of Issuer’s Principal Executive Offices:

REVA Medical, Inc.
5751 Copley Drive, Suite B
San Diego, CA 92111

Item 2(a). 
Name of Persons Filing:

This statement is filed on behalf of the following persons with respect to shares of Common Stock beneficially owned by such persons:
 
(i)   Saints Capital Everest, L.P., a Delaware limited partnership (“SCELP”), with respect to shares of Common Stock held directly; and

(ii)   Saints Capital Everest, LLC, a Delaware limited liability company (“SCELLC), as general partner of SCELP, with respect to shares of Common Stock held directly by SCELP.

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b). 
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of the Reporting Persons is:
 
475 Sansome Street, Suite 1850
San Francisco, CA 94111

Item 2(c). 
Citizenship:

Saints Capital Everest, L.P. is a limited partnership organized under the laws of the State of Delaware.

Saints Capital Everest, LLC is a limited liability company organized under the laws of  the State of Delaware.

Item 2(d). 
Title of Class of Securities:

Common Stock, par value $0.0001 per share (the “Common Stock”).

Item 2(e). 
CUSIP Number:

76133E 109


 
 

 


CUSIP No. 76133E 109
13G
Page 5 of 8

 
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)
£
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 §240.13d-1(b)(1)(ii)(E);
 
(f)
£
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
£
A parent holding company or control person in accordance with §240.13d-1 (b)(1)(ii)(G);
 
(h)
£
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i)
£
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
 
(j)
£
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
£
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with §240.13(d)-1(b)(1)(ii)(J), please specify the type of institution:  ___________________________________.
 
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:

Reporting Person
Shares
Saints Capital Everest, LP
4,577,465(1)
Saints Capital Everest, LLC
4,577,465(1)
 
(b)   Percent of class:

Reporting Person
Percent
Saints Capital Everest, LP
14.0%
Saints Capital Everest, LLC
14.0%
 
(c)   Number of shares as to which such person has:

(i)           Sole power to vote or to direct the vote:

Reporting Person
Shares
Saints Capital Everest, LP
4,577,465(1)
Saints Capital Everest, LLC
4,577,465(1)

 (ii)           Shared power to vote or to direct the vote:  -0-

(iii)           Sole power to dispose or to direct the disposition of:

Reporting Person
Shares
Saints Capital Everest, LP
4,577,465(1)
Saints Capital Everest, LLC
4,577,465(1)

(iv)           Shared power to dispose or to direct the disposition of:  -0-

(1)  Includes 909,091 CHESS Depositary Interests that are convertible at the option of the holder into shares of Common Stock on a 10-for-1 basis.

 
 

 


CUSIP No. 76133E 109
13G
Page 6 of 8

 
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  £.
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.

See Items 2 and 4.

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.

 
 
 

 


CUSIP No. 76133E 109
13G
Page 7 of 8
 
 
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: March 4, 2011        SAINTS CAPITAL EVEREST, L.P.  
       
 
By:
Saints Capital Everest, LLC  
    Its General Partner  
       
       
  By:  /s/ Scott Halsted   
    Name: Scott Halsted  
    Title:   Managing Member  
       
                                                                   
  SAINTS CAPITAL EVEREST, LLC  
       
       
  By:  /s/ Scott Halsted   
    Name: Scott Halsted  
    Title:   Managing Member  
       
    
 

 
 

 


CUSIP No. 76133E 109
13G
Page 8 of 8

 
 
Index Exhibit
SCHEDULE 13G
 
 
Exhibit Number
Exhibit Description
   
1
Joint Filing Agreement
 
 

 

 
 

 

EXHIBIT 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 16a-3(j) and Rule 13d-1(k)(1) and under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Forms 3, 4, 5 and Schedules 13D and 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of REVA Medical, 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 Forms 3, 4, 5 and Schedules 13D and l3G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.
 
In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of March 4, 2011.
 
  SAINTS CAPITAL EVEREST, L.P.  
       
 
By:
Saints Capital Everest, LLC  
    Its General Partner  
       
       
  By:  /s/ Scott Halsted   
    Name: Scott Halsted  
    Title:   Managing Member  
       
                                                                   
  SAINTS CAPITAL EVEREST, LLC  
       
       
  By:  /s/ Scott Halsted   
    Name: Scott Halsted  
    Title:   Managing Member