SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
SVLSF VI, LLC

(Last) (First) (Middle)
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900

(Street)
BOSTON MA 02108

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2019
3. Issuer Name and Ticker or Trading Symbol
MISONIX INC [ MSON ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1) 1,639,826(2) I By: SV Life Sciences Fund VI, L.P.(2)(4)
Common Stock(1) 56,143(3) I By: SV Life Sciences Fund VI Strategic Partners, L.P.(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SVLSF VI, LLC

(Last) (First) (Middle)
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900

(Street)
BOSTON MA 02108

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SV Life Sciences Fund VI, L.P.

(Last) (First) (Middle)
C/O SV LIFE SCIENCES ADVISERS LLC
ONE BOSTON PLACE, SUITE 3900

(Street)
BOSTON MA 02108

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SV Life Sciences Fund VI (GP), L.P.

(Last) (First) (Middle)
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900

(Street)
BOSTON MA 02108

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SV Life Sciences Fund VI Strategic Partners, L.P.

(Last) (First) (Middle)
C/O SV LIFE SCIENCES ADVISERS, LLC
ONE BOSTON PLACE, SUITE 3900

(Street)
BOSTON MA 02108

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Acquired pursuant to the Agreement and Plan of Merger between Misonix, Inc., New Misonix, Inc., Motor Reincorp. Sub One, Inc., Surge Sub Two, LLC, Solsys Medical, LLC ("Solsys"), and Greg Madden solely in his capacity as representative, in exchange for 27,116,608 Series E Preferred Units of Solsys. The Merger Agreement placed a value on the issuer's common stock of $18.5479, which reflects the 10-day VWAP for the issuer's common stock as of three business days prior to the effective date of the merger.
2. These shares are owned directly by SV Life Sciences Fund VI, L.P. ("SVLS VI LP"). 199,617 of the shares issued to SVLS VI LP are being held in escrow and are subject to forfeiture during the 15 month-period following the merger to satisfy any post-closing purchase price adjustments and indemnification claims. SV Life Sciences Fund VI (GP), L.P. ("SVLS VI GP"), the general partner of SVLS VI LP, may be deemed to share voting and dispositive power over the shares held by SVLS VI LP. SVLS VI GP disclaims beneficial ownership of shares held by SVLS VI LP except to the extent of any pecuniary interests therein.
3. These shares are owned directly by SV Life Sciences Fund VI Strategic Partners, L.P. ("Strategic Partners"). 6,834 of the shares issued to Strategic Partners are being held in escrow and are subject to forfeiture during the 15 month-period following the merger to satisfy any post-closing purchase price adjustments and indemnification claims. SVLS VI GP, the general partner of Strategic Partners, may be deemed to share voting and dispositive power over the shares held by Strategic Partners. SVLS VI GP disclaims beneficial ownership of shares held by Strategic Partners except to the extent of any pecuniary interests therein.
4. SVLS VI LP and Strategic Partners (each a "Fund," or collectively the "Funds") may be deemed to beneficially own the shares held by each other Fund because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares held by any other Fund except to the extent of any pecuniary interest therein.
SV Life Sciences Fund VI, L.P., By: SV Life Sciences Fund VI (GP), L.P., its sole general partner, By: SVLSF VI, LLC, its sole general partner, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 10/07/2019
SV Life Sciences Fund VI Strategic Partners, L.P., By: SV Life Sciences Fund VI (GP), L.P., its sole general partner, By: SVLSF VI, LLC, its sole general partner, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 10/07/2019
SV Life Sciences Fund VI (GP), L.P., By: SVLSF VI, LLC, its sole general partner, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 10/07/2019
SVLSF VI, LLC, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 10/07/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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