0001188112-14-000417.txt : 20140220 0001188112-14-000417.hdr.sgml : 20140220 20140219192752 ACCESSION NUMBER: 0001188112-14-000417 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140220 DATE AS OF CHANGE: 20140219 GROUP MEMBERS: BUZZ BENSON GROUP MEMBERS: JOSEPH BILLER GROUP MEMBERS: MAUREEN HARDER GROUP MEMBERS: SCOTT WARD GROUP MEMBERS: SIGHTLINE HEALTHCARE FUND III, L.P. GROUP MEMBERS: SIGHTLINE HEALTHCARE OPPORTUNITY FUND, LLC GROUP MEMBERS: SIGHTLINE HEALTHCARE VINTAGE FUND, L.P. GROUP MEMBERS: SIGHTLINE OPPORTUNITY MANAGEMENT, LLC GROUP MEMBERS: SIGHTLINE PARTNERS LLC GROUP MEMBERS: SIGHTLINE VINTAGE MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIPOSCIENCE INC CENTRAL INDEX KEY: 0001168197 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 561879288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87190 FILM NUMBER: 14627438 BUSINESS ADDRESS: STREET 1: 2500 SUMNER BOULEVARD CITY: RALEIGH STATE: NC ZIP: 27616 BUSINESS PHONE: 9192121999 MAIL ADDRESS: STREET 1: 2500 SUMNER BOULEVARD CITY: RALEIGH STATE: NC ZIP: 27616 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SightLine Healthcare Management III, L.P. CENTRAL INDEX KEY: 0001600262 IRS NUMBER: 411927846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8500 NORMANDALE LAKE BOULEVARD STREET 2: SUITE 1070 CITY: BLOOMINGTON STATE: MN ZIP: 55437 BUSINESS PHONE: (952) 641-0300 MAIL ADDRESS: STREET 1: 8500 NORMANDALE LAKE BOULEVARD STREET 2: SUITE 1070 CITY: BLOOMINGTON STATE: MN ZIP: 55437 SC 13G 1 t78535_sc13g.htm SCHEDULE 13G

 
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 
LipoScience, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
53630M108
(CUSIP Number)
 
December 31, 2013
(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 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. 53630M108
 13G
Page 2 of 23
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
Buzz Benson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                   (a) o
                                                                   (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
 
5
 
 
6
 
 
7
 
 
8
 
SOLE VOTING POWER
 
8,477*     
 
SHARED VOTING POWER
 
854,212**     
 
SOLE DISPOSITIVE POWER
 
8,477*     
 
SHARED DISPOSITIVE POWER
 
854,212**     
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
862,659*, **     
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o     
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%***     
12
TYPE OF REPORTING PERSON
IN     
 
* Comprised of (i) 1,206 shares of common stock and (ii) 7,241 shares of common stock subject to options currently exercisable or exercisable within 60 days of December 31, 2013, each owned by Buzz Benson in his individual capacity.
 
 
 

 

 
CUSIP No. 53630M108
 13G
Page 3 of 23
 
** Comprised of shares of common stock directly held by SightLine Healthcare Fund III, L.P., SightLine Healthcare Opportunity Fund, LLC, and SightLine Healthcare Vintage Fund, L.P. Buzz Benson, a director of the Issuer, Joseph Biller, Maureen Harder, and Scott Ward are managing directors of SightLine Partners LLC, which is the general partner of SightLine Healthcare Management III, L.P., which is the general partner of SightLine Healthcare Fund III, L.P.  SightLine Partners LLC is also the manager of SightLine Opportunity Management, LLC, which is the manager of SightLine Healthcare Opportunity Fund, LLC.  SightLine Partners LLC is also the manager of SightLine Vintage Management, LLC, which is the general partner of SightLine Healthcare Vintage Fund, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Healthcare Management III, L.P. may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Fund III, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Opportunity Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Opportunity Fund, LLC.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Vintage Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Vintage Fund, L.P.
 
***This percentage is calculated based on 15,162,970 shares of the Issuer’s stock outstanding (as of 11/05/2013), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/08/2013.
 
 
 

 

 
CUSIP No. 53630M108
 13G
Page 4 of 23
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
Joseph Biller
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                   (a) o
                                                                   (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States     
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH:
 
 
 
5
 
 
6
 
 
7
 
 
8
 
SOLE VOTING POWER
 
0     
 
SHARED VOTING POWER
 
854,212*     
 
SOLE DISPOSITIVE POWER
 
0     
 
SHARED DISPOSITIVE POWER
 
854,212*     
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
854,212*     
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o     
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%**     
12
TYPE OF REPORTING PERSON
IN     
 
 
 

 

 
CUSIP No. 53630M108
 13G
Page 5 of 23
 
* Comprised of shares of common stock directly held by SightLine Healthcare Fund III, L.P., SightLine Healthcare Opportunity Fund, LLC, and SightLine Healthcare Vintage Fund, L.P. Buzz Benson, a director of the Issuer, Joseph Biller, Maureen Harder, and Scott Ward are managing directors of SightLine Partners LLC, which is the general partner of SightLine Healthcare Management III, L.P., which is the general partner of SightLine Healthcare Fund III, L.P.  SightLine Partners LLC is also the manager of SightLine Opportunity Management, LLC, which is the manager of SightLine Healthcare Opportunity Fund, LLC.  SightLine Partners LLC is also the manager of SightLine Vintage Management, LLC, which is the general partner of SightLine Healthcare Vintage Fund, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Healthcare Management III, L.P. may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Fund III, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Opportunity Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Opportunity Fund, LLC.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Vintage Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Vintage Fund, L.P.
 
**This percentage is calculated based on 15,162,970 shares of the Issuer’s stock outstanding (as of 11/05/2013), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/08/2013.
 
 
 

 

 
     
CUSIP No. 53630M108 13G Page 6 of 23
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
Maureen Harder
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
 
 
 
5
 
 
6
 
 
7
 
 
8
 
SOLE VOTING POWER
 
0  
 
SHARED VOTING POWER
 
854,212*  
 
SOLE DISPOSITIVE POWER
 
0  
SHARED DISPOSITIVE POWER
 
854,212*  
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
854,212*  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%**  
12
TYPE OF REPORTING PERSON
IN  
 
 
 

 

 
     
CUSIP No. 53630M108 13G Page 7 of 23
 
* Comprised of shares of common stock directly held by SightLine Healthcare Fund III, L.P., SightLine Healthcare Opportunity Fund, LLC, and SightLine Healthcare Vintage Fund, L.P. Buzz Benson, a director of the Issuer, Joseph Biller, Maureen Harder, and Scott Ward are managing directors of SightLine Partners LLC, which is the general partner of SightLine Healthcare Management III, L.P., which is the general partner of SightLine Healthcare Fund III, L.P.  SightLine Partners LLC is also the manager of SightLine Opportunity Management, LLC, which is the manager of SightLine Healthcare Opportunity Fund, LLC.  SightLine Partners LLC is also the manager of SightLine Vintage Management, LLC, which is the general partner of SightLine Healthcare Vintage Fund, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Healthcare Management III, L.P. may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Fund III, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Opportunity Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Opportunity Fund, LLC.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Vintage Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Vintage Fund, L.P.

**This percentage is calculated based on 15,162,970 shares of the Issuer’s stock outstanding (as of 11/05/2013), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/08/2013.
 
 
 

 

 
     
CUSIP No. 53630M108 13G Page 8 of 23
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
Scott Ward
2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH:
 
 
 
5
 
 
6
 
 
7
 
 
8
 
SOLE VOTING POWER
 
0  
 
SHARED VOTING POWER
 
854,212*  
 
SOLE DISPOSITIVE POWER
 
0  
SHARED DISPOSITIVE POWER
 
854,212*  
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
854,212*  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%**  
12
TYPE OF REPORTING PERSON
IN  
 
 
 

 

 
     
CUSIP No. 53630M108 13G Page 9 of 23
 
* Comprised of shares of common stock directly held by SightLine Healthcare Fund III, L.P., SightLine Healthcare Opportunity Fund, LLC, and SightLine Healthcare Vintage Fund, L.P. Buzz Benson, a director of the Issuer, Joseph Biller, Maureen Harder, and Scott Ward are managing directors of SightLine Partners LLC, which is the general partner of SightLine Healthcare Management III, L.P., which is the general partner of SightLine Healthcare Fund III, L.P.  SightLine Partners LLC is also the manager of SightLine Opportunity Management, LLC, which is the manager of SightLine Healthcare Opportunity Fund, LLC.  SightLine Partners LLC is also the manager of SightLine Vintage Management, LLC, which is the general partner of SightLine Healthcare Vintage Fund, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Healthcare Management III, L.P. may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Fund III, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Opportunity Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Opportunity Fund, LLC.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Vintage Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Vintage Fund, L.P.

**This percentage is calculated based on 15,162,970 shares of the Issuer’s stock outstanding (as of 11/05/2013), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/08/2013.
 
 
 

 

 
     
CUSIP No. 53630M108 13G Page 10 of 23
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
SightLine Partners LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware  
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
 
 
5
 
 
6
 
 
7
 
 
8
 
SOLE VOTING POWER
 
0  
 
SHARED VOTING POWER
 
854,212*  
 
SOLE DISPOSITIVE POWER
 
0  
SHARED DISPOSITIVE POWER
 
854,212* 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
854,212*  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%**  
12
TYPE OF REPORTING PERSON
OO  
 
 
 

 

 
     
CUSIP No. 53630M108 13G Page 11 of 23
 
* Comprised of shares of common stock directly held by SightLine Healthcare Fund III, L.P., SightLine Healthcare Opportunity Fund, LLC, and SightLine Healthcare Vintage Fund, L.P. Buzz Benson, a director of the Issuer, Joseph Biller, Maureen Harder, and Scott Ward are managing directors of SightLine Partners LLC, which is the general partner of SightLine Healthcare Management III, L.P., which is the general partner of SightLine Healthcare Fund III, L.P.  SightLine Partners LLC is also the manager of SightLine Opportunity Management, LLC, which is the manager of SightLine Healthcare Opportunity Fund, LLC.  SightLine Partners LLC is also the manager of SightLine Vintage Management, LLC, which is the general partner of SightLine Healthcare Vintage Fund, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Healthcare Management III, L.P. may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Fund III, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Opportunity Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Opportunity Fund, LLC.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Vintage Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Vintage Fund, L.P.

**This percentage is calculated based on 15,162,970 shares of the Issuer’s stock outstanding (as of 11/05/2013), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/08/2013.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 12 of 23
 
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
SightLine Healthcare Fund III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                          (a) o
                                                                          (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
 
 
 
5
 
6
 
7
 
8
SOLE VOTING POWER
0  
SHARED VOTING POWER
592,661*  
SOLE DISPOSITIVE POWER
0  
SHARED DISPOSITIVE POWER
592,661*  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,661*  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.9%**  
12
TYPE OF REPORTING PERSON
 
PN  
  
 
*Shares directly held by SightLine Healthcare Fund III, L.P.  Buzz Benson, a director of the Issuer, Joseph Biller, Maureen Harder, and Scott Ward are managing directors of SightLine Partners LLC, which is the general partner of SightLine Healthcare Management III, L.P., which is the general partner of SightLine Healthcare Fund III, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Healthcare Management III, L.P. may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Fund III, L.P.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 13 of 23
 
**This percentage is calculated based on 15,162,970 shares of the Issuer’s stock outstanding (as of 11/05/2013), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/08/2013.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 14 of 23
 
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
SightLine Healthcare Management III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                          (a) o
                                                                          (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
 
 
 
5
 
 
6
 
 
7
 
 
8
 
SOLE VOTING POWER
 
0 
 
SHARED VOTING POWER
 
592,661* 
 
SOLE DISPOSITIVE POWER
 
0 
 
SHARED DISPOSITIVE POWER
 
592,661* 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,661* 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.9%** 
12
TYPE OF REPORTING PERSON
 
PN 
 
 
*Shares directly held by SightLine Healthcare Fund III, L.P.  Buzz Benson, a director of the Issuer, Joseph Biller, Maureen Harder, and Scott Ward are managing directors of SightLine Partners LLC, which is the general partner of SightLine Healthcare Management III, L.P., which is the general partner of SightLine Healthcare Fund III, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Healthcare Management III, L.P. may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Fund III, L.P.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 15 of 23
 
**This percentage is calculated based on 15,162,970 shares of the Issuer’s stock outstanding (as of 11/05/2013), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/08/2013.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 16 of 23
 
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
SightLine Healthcare Opportunity Fund, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                          (a) o
                                                                          (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
 
 
 
5
 
 
6
 
 
7
 
 
8
 
 
SOLE VOTING POWER
0 
 
SHARED VOTING POWER
100,057* 
 
SOLE DISPOSITIVE POWER
0 
SHARED DISPOSITIVE POWER
 
100,057* 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,057* 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.7%** 
12
TYPE OF REPORTING PERSON
 
OO 
 
 
*Shares directly held by SightLine Healthcare Opportunity Fund, LLC.  Buzz Benson, a director of the Issuer, Joseph Biller, Maureen Harder, and Scott Ward are managing directors of SightLine Partners LLC, which is the manager of SightLine Opportunity Management, LLC, which is the manager of SightLine Healthcare Opportunity Fund, LLC.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Opportunity Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Opportunity Fund, LLC.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 17 of  23
 
**This percentage is calculated based on 15,162,970 shares of the Issuer’s stock outstanding (as of 11/05/2013), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/08/2013.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 18 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
SightLine Opportunity Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                                                                                                  (a) o
                                                                                                                                                                                  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware  
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
 
 
 
5
 
6
 
 
7
 
8
 
SOLE VOTING POWER
0  
 
SHARED VOTING POWER
100,057*  
 
SOLE DISPOSITIVE POWER
0  
 
SHARED DISPOSITIVE POWER
 
100,057*  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,057*  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
o  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.7%**  
12
TYPE OF REPORTING PERSON
OO  

*Shares directly held by SightLine Healthcare Opportunity Fund, LLC.  Buzz Benson, a director of the Issuer, Joseph Biller, Maureen Harder, and Scott Ward are managing directors of SightLine Partners LLC, which is the manager of SightLine Opportunity Management, LLC, which is the manager of SightLine Healthcare Opportunity Fund, LLC.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Opportunity Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Opportunity Fund, LLC.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 19 of 23
 
**This percentage is calculated based on 15,162,970 shares of the Issuer’s stock outstanding (as of 11/05/2013), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/08/2013.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 20 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
SightLine Healthcare Vintage Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                                                                                                  (a) o
                                                                                                                                                                                  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
 
 
 
5
 
6
 
 
7
 
8
 
SOLE VOTING POWER
0  
 
SHARED VOTING POWER
161,494*  
 
SOLE DISPOSITIVE POWER
0  
 
SHARED DISPOSITIVE POWER
 
161,494*  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,494*  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.1%**  
12
TYPE OF REPORTING PERSON
PN  

*Shares directly held by SightLine Healthcare Vintage Fund, L.P.  Buzz Benson, a director of the Issuer, Joseph Biller, Maureen Harder, and Scott Ward are managing directors of SightLine Partners LLC, which is the manager of SightLine Vintage Management, LLC, which is the general partner of SightLine Healthcare Vintage Fund, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Vintage Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Vintage Fund, L.P.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 21 of 23
 
**This percentage is calculated based on 15,162,970 shares of the Issuer’s stock outstanding (as of 11/05/2013), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/08/2013.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 22 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
SightLine Vintage Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                                                                                                  (a) o
                                                                                                                                                                                  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
 
 
 
5
 
6
 
 
7
 
8
 
SOLE VOTING POWER
0  
 
SHARED VOTING POWER
161,494*  
 
SOLE DISPOSITIVE POWER
0  
 
SHARED DISPOSITIVE POWER
 
161,494*  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,494*  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o  
  11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.1%**  
12
TYPE OF REPORTING PERSON
OO  

*Shares directly held by SightLine Healthcare Vintage Fund, L.P.  Buzz Benson, a director of the Issuer, Joseph Biller, Maureen Harder, and Scott Ward are managing directors of SightLine Partners LLC, which is the manager of SightLine Vintage Management, LLC, which is the general partner of SightLine Healthcare Vintage Fund, L.P.  Each of Buzz Benson, Joseph Biller, Maureen Harder, Scott Ward, SightLine Partners LLC, and SightLine Vintage Management, LLC may be deemed to share voting and dispositive power over the shares held by SightLine Healthcare Vintage Fund, L.P.
 
 
 

 

 
CUSIP No. 53630M108 13G Page 23 of 23
 
**This percentage is calculated based on 15,162,970 shares of the Issuer’s stock outstanding (as of 11/05/2013), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on 11/08/2013.
 
 
 

 

 
     
Item 1(a).
Name of Issuer:
   
 
LipoScience, Inc. (“LipoScience”)
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
2500 Sumner Boulevard, Raleigh, North Carolina 27616
   
Item 2(a).
Name of Person Filing:
   
 
(i)
Buzz Benson
 
(ii)
Joseph Biller
 
(iii)
Maureen Harder
 
(iv)
Scott Ward
 
(v)
SightLine Partners LLC
 
(vi)
SightLine Healthcare Fund III, L.P.
 
(vii)
SightLine Healthcare Management III, L.P.
 
(viii)
SightLine Healthcare Opportunity Fund, LLC
 
(ix)
SightLine Opportunity Management, LLC
 
(x)
SightLine Healthcare Vintage Fund, L.P.
 
(xi)
SightLine Vintage Management, LLC
     
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
8500 Normandale Lake Blvd., Suite 1070
 
Bloomington, MN 55437
   
Item 2(c).
Citizenship:
   
 
(i)
Buzz Benson - United States citizen
 
(ii)
Joseph Biller - United States citizen
 
(iii)
Maureen Harder - United States citizen
 
(iv)
Scott Ward - United States citizen
 
(v)
SightLine Partners LLC - Delaware limited liability company
 
(vi)
SightLine Healthcare Fund III, L.P. - Delaware limited partnership
 
(vii)
SightLine Healthcare Management III, L.P. - Delaware limited partnership
 
(viii)
SightLine Healthcare Opportunity Fund, LLC - Delaware limited liability company
 
(ix)
SightLine Opportunity Management, LLC - Delaware limited liability company
 
(x)
SightLine Healthcare Vintage Fund, L.P. - Delaware limited partnership
 
(xi)
SightLine Vintage Management, LLC - Delaware limited liability company
     
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, $0.001
 
4
 

 


     
Item 2(e).
CUSIP Number:
   
 
53630M108
   
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)
o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
 
(e)
o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o 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 (15 U.S.C. 80a-3);
 
(j)
o A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
o Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
                If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________________
     
Item 4
Ownership:
   
 
            With respect to the beneficial ownership of the reporting persons, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference.
   
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 or Control Person:
   
 
Not applicable

5
 

 


     
Item 8.
Identification and Classification of Members of the Group:
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
Not applicable.
   
Item 10.
Certifications:
   
 
Not applicable.
 
6
 

 

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 19, 2014
     
 
/s/ Joseph Biller
  
 
Name: Joseph Biller
  
     
 
/s/ Maureen Harder
  
 
Name: Maureen Harder
  
     
 
/s/ Scott Ward
  
 
Name: Scott Ward
  
     
 
/s/ Buzz Benson
  
 
Name: Buzz Benson
  

 
SIGHTLINE PARTNERS, LLC
  
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
       
 
SIGHTLINE HEALTHCARE FUND III, L.P.
 
By: SightLine Healthcare Management III, L.P., its General Partner
 
By: SightLine Partners LLC, its General Partner
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
       
 
SIGHTLINE HEALTHCARE MANAGEMENT III, L.P.
 
By: SightLine Partners LLC, its General Partner
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
 
7
 

 


       
 
SIGHTLINE HEALTHCARE OPPORTUNITY FUND, LLC
 
By: SightLine Opportunity Management, LLC, its Manager
 
By: SightLine Partners LLC, its Manager
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
       
 
SIGHTLINE OPPORTUNITY MANAGEMENT, LLC
 
By: SightLine Partners LLC, its Manager
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
       
 
SIGHTLINE HEALTHCARE VINTAGE FUND, L.P.
 
By: SightLine Vintage Management, LLC, its General Partner
 
By: SightLine Partners LLC, its Manager
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
   
 
SIGHTLINE VINTAGE MANAGEMENT, LLC
 
By: SightLine Partners LLC, its Manager
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
       
 
8
 

 

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

9
 

 

Exhibit 1
 
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of a statement on Schedule 13G and any amendments thereto with respect to the common stock of LipoScience, Inc. beneficially owned by each of them.  This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

Dated: February 19, 2014
     
 
/s/ Joseph Biller
  
 
Name: Joseph Biller
  
     
 
/s/ Maureen Harder
  
 
Name: Maureen Harder
  
     
 
/s/ Scott Ward
  
 
Name: Scott Ward
  
     
 
/s/ Buzz Benson
  
 
Name: Buzz Benson
  
 
 
SIGHTLINE PARTNERS, LLC
  
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
       
 
SIGHTLINE HEALTHCARE FUND III, L.P.
 
By: SightLine Healthcare Management III, L.P., its General Partner
 
By: SightLine Partners LLC, its General Partner
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
 
 
 

 

 
       
 
SIGHTLINE HEALTHCARE MANAGEMENT III, L.P.
 
By: SightLine Partners LLC, its General Partner
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
       
 
SIGHTLINE HEALTHCARE OPPORTUNITY FUND, LLC
 
By: SightLine Opportunity Management, LLC, its Manager
 
By: SightLine Partners LLC, its Manager
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
       
 
SIGHTLINE OPPORTUNITY MANAGEMENT, LLC
 
By: SightLine Partners LLC, its Manager
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
       
 
SIGHTLINE HEALTHCARE VINTAGE FUND, L.P.
 
By: SightLine Vintage Management, LLC, its General Partner
 
By: SightLine Partners LLC, its Manager
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director
  
 
 
 

 

 
 
   
 
SIGHTLINE VINTAGE MANAGEMENT, LLC
 
By: SightLine Partners LLC, its Manager
       
 
By:
/s/ Buzz Benson
  
   
Name: Buzz Benson
  
   
Title: Managing Director