0001437749-16-035779.txt : 20160727 0001437749-16-035779.hdr.sgml : 20160727 20160727183450 ACCESSION NUMBER: 0001437749-16-035779 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20160727 FILED AS OF DATE: 20160727 DATE AS OF CHANGE: 20160727 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TACTILE SYSTEMS TECHNOLOGY INC CENTRAL INDEX KEY: 0001027838 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 1331 TYLER STREET NE STE 200 CITY: MINNEAPOLIS STATE: MN ZIP: 55413 BUSINESS PHONE: 866-435-3948 MAIL ADDRESS: STREET 1: 1331 TYLER STREET NE STE 200 CITY: MINNEAPOLIS STATE: MN ZIP: 55413 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Radius Venture Partners III QP, L.P. CENTRAL INDEX KEY: 0001402778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37799 FILM NUMBER: 161787928 BUSINESS ADDRESS: STREET 1: 400 MADISON AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-897-7778 MAIL ADDRESS: STREET 1: 400 MADISON AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Radius Venture Partners III (OHIO), LP CENTRAL INDEX KEY: 0001654645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37799 FILM NUMBER: 161787929 BUSINESS ADDRESS: STREET 1: 400 MADISON AVE. STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 6123555202 MAIL ADDRESS: STREET 1: 1331 TYLER STREET NE STREET 2: SUITE 200 CITY: MINNEAPOLIS STATE: MN ZIP: 55413 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RADIUS VENTURE PARTNERS III L P CENTRAL INDEX KEY: 0001386468 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37799 FILM NUMBER: 161787930 BUSINESS ADDRESS: STREET 1: 400 MADISON AVE 8TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-897-7778 MAIL ADDRESS: STREET 1: 400 MADISON AVE 8TH FL CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Davis Jordan CENTRAL INDEX KEY: 0001328592 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37799 FILM NUMBER: 161787931 MAIL ADDRESS: STREET 1: C/O AMERICAN BANK NOTE HOLOGRAPHICS, INC STREET 2: 399 EXECUTIVE BOULEVARD CITY: ELMSFORD STATE: NY ZIP: 10523 3 1 rdgdoc.xml FORM 3 X0206 3 2016-07-27 0 0001027838 TACTILE SYSTEMS TECHNOLOGY INC TCMD 0001328592 Davis Jordan 1331 TYLER STREET NE, SUITE 200 MINNEAPOLIS MN 55413 1 0001386468 RADIUS VENTURE PARTNERS III L P 1331 TYLER STREET NE, SUITE 200 MINNEAPOLIS MN 55413 1 0001654645 Radius Venture Partners III (OHIO), LP 1331 TYLER STREET NE, SUITE 200 MINNEAPOLIS MN 55413 1 0001402778 Radius Venture Partners III QP, L.P. 1331 TYLER STREET NE, SUITE 200 MINNEAPOLIS MN 55413 1 Series B Preferred Stock Common Stock 87123 I By Radius Venture Partners III LP Series B Preferred Stock Common Stock 119316 I By Radius Venture Partners III (Ohio), LP Series B Preferred Stock Common Stock 950027 I By Radius Venture Partners III QP, L.P. Each share of Series B Preferred Stock is convertible at any time at the option of the holder, and will convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering. In addition, the holder is entitled to receive additional shares of common stock equal to the original purchase price per share ($3.8048) divided by the price to the public of the shares of common stock issued in the Issuer's initial public offering and these shares accrue a dividend that is payable-in-kind in shares of the Issuer's common stock. The securities do not have an expiration date. The securities convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering. These securities are held directly by Radius Venture Partners III, L.P. and indirectly by Radius Venture Partners III, LLC, the general partner of Radius Venture Partners III, L.P., Jordan S. Davis, a director of Issuer, and managing member of Radius Venture Partners III, LLC and Daniel C. Lubin, managing member of Radius Venture Partners III, LLC. Each of Radius Venture Partners III, LLC, Mr. Davis and Mr. Lubin may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein. These securities are held directly by Radius Venture Partners III (Ohio), L.P. and indirectly by Radius Venture Partners III, LLC, the general partner of Radius Venture Partners III (Ohio), L.P., Jordan S. Davis, a director of Issuer, and managing member of Radius Venture Partners III, LLC and Daniel C. Lubin, managing member of Radius Venture Partners III, LLC. Each of Radius Venture Partners III, LLC, Mr. Davis and Mr. Lubin may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein. These securities are held directly by Radius Venture Partners III QP, L.P. and indirectly by Radius Venture Partners III, LLC, the general partner of Radius Venture Partners III QP, L.P., Jordan S. Davis, a director of Issuer and managing member of Radius Venture Partners III, LLC, and Daniel C. Lubin, managing member of Radius Venture Partners III, LLC. Each of Radius Venture Partners III, LLC, Mr. Davis and Mr. Lubin may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein. Exhibit 24 - Powers of Attorney /s/ Jonathan R. Zimmerman, Attorney-in-Fact for Jordan S. Davis 2016-07-27 /s/ Jonathan R. Zimmerman, Attorney-in-Fact for Radius Venture Partners III, L.P. 2016-07-27 /s/ Jonathan R. Zimmerman, Attorney-in-Fact for Radius Venture Partners III (Ohio), L.P. 2016-07-27 /s/ Jonathan R. Zimmerman, Attorney-in-Fact for Radius Venture Partners III QP, L.P. 2016-07-27 EX-24 2 davispoa.txt POWER OF ATTORNEY - JORDAN S. DAVIS POWER OF ATTORNEY I, Jordan Davis, hereby authorize and designate each of Gerald R. Mattys, Robert J. Folkes, Jonathan R. Zimmerman, Christine Long, Kassendra D. Galindo, Zachary Froelich, Amra Hoso, and Vickie Larson, signing singly, as my true and lawful attorney-in-fact to: (1) prepare and execute for and on my behalf, in my capacity as an officer and/or director of Tactile Systems Technology, Inc. (the "Company"), a Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder and other forms or reports on my behalf as may be required to be filed in connection with my ownership, acquisition, or disposition of securities of the Company, including Form 144; (2) do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5 or Form 144, and any amendments to any of the foregoing, and timely file any such form with the Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the statements executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). This Power of Attorney shall remain in full force and effect until I am no longer required to file Form ID or Forms 3, 4 and 5 or Form 144 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact. Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to be at least one of the following: (i) an employee of the Company, or (ii) a partner or employee of Faegre Baker Daniels LLP, then this Power of Attorney shall be automatically revoked solely as to such individual, immediately upon such cessation, without any further action on my part. I hereby revoke all previous Powers of Attorney that have been granted by me in connection with my reporting obligations, if any, under Section 16 of the Exchange Act and Rule 144 under the Securities Act with respect to my holdings of and transactions in securities issued by the Company. IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this August 10, 2015. /s/ Jordan Davis Jordan Davis EX-24 3 radiusiiipoa.txt POWER OF ATTORNEY - RADIUS VENTURE PARTNERS III, L.P. POWER OF ATTORNEY I, Jordan Davis, hereby authorize and designate each of Gerald R. Mattys, Robert J. Folkes, Jonathan R. Zimmerman, Christine Long, Zachary Froelich, Amra Hoso, and Vickie Larson, signing singly, as my true and lawful attorney-in-fact in my capacity as an officer of Radius Venture Partners III (OHIO), LP (the "Company") to: (1) prepare and execute for and on behalf of the Company, the Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder ; (2) do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5 or Form 144, and any amendments to any of the foregoing, and timely file any such form with the Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the statements executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). This Power of Attorney shall remain in full force and effect until I am no longer required to file Form ID or Forms 3, 4 and 5 or Form 144 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact. Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to be at least one of the following: (i) an employee of the Company, or (ii) a partner or employee of Faegre Baker Daniels LLP, then this Power of Attorney shall be automatically revoked solely as to such individual, immediately upon such cessation, without any further action on my part. I hereby revoke all previous Powers of Attorney that have been granted by me in connection with my reporting obligations, if any, under Section 16 of the Exchange Act and Rule 144 under the Securities Act with respect to my holdings of and transactions in securities issued by the Company. IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 8th day of September, 2015. RADIUS VENTURE PARTNERS III, L.P. /s/ Jordan S. Davis Name: Jordan S. Davis EX-24 4 radiusiiiohiopoa.txt POWER OF ATTORNEY - RADIUS VENTURE PARTNERS III (OHIO), L.P. POWER OF ATTORNEY I, Jordan Davis, hereby authorize and designate each of Gerald R. Mattys, Robert J. Folkes, Jonathan R. Zimmerman, Christine Long, Zachary Froelich, Amra Hoso, and Vickie Larson, signing singly, as my true and lawful attorney-in-fact in my capacity as an officer of Radius Venture Partners III (OHIO), LP (the "Company") to: (1) prepare and execute for and on behalf of the Company, the Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder ; (2) do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5 or Form 144, and any amendments to any of the foregoing, and timely file any such form with the Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the statements executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). This Power of Attorney shall remain in full force and effect until I am no longer required to file Form ID or Forms 3, 4 and 5 or Form 144 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact. Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to be at least one of the following: (i) an employee of the Company, or (ii) a partner or employee of Faegre Baker Daniels LLP, then this Power of Attorney shall be automatically revoked solely as to such individual, immediately upon such cessation, without any further action on my part. I hereby revoke all previous Powers of Attorney that have been granted by me in connection with my reporting obligations, if any, under Section 16 of the Exchange Act and Rule 144 under the Securities Act with respect to my holdings of and transactions in securities issued by the Company. IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 8th day of September, 2015. RADIUS VENTURE PARTNERS III (OHIO), LP /s/ Jordan S. Davis Name: Jordan S. Davis EX-24 5 radiusiiiqppoa.txt POWER OF ATTORNEY - RADIUS VENTURE PARTNERS III QP, L.P. POWER OF ATTORNEY I, Jordan Davis, hereby authorize and designate each of Gerald R. Mattys, Robert J. Folkes, Jonathan R. Zimmerman, Christine Long, Zachary Froelich, Amra Hoso, and Vickie Larson, signing singly, as my true and lawful attorney-in-fact in my capacity as an officer of Radius Venture Partners III (OHIO), LP (the "Company") to: (1) prepare and execute for and on behalf of the Company, the Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder ; (2) do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5 or Form 144, and any amendments to any of the foregoing, and timely file any such form with the Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the statements executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). This Power of Attorney shall remain in full force and effect until I am no longer required to file Form ID or Forms 3, 4 and 5 or Form 144 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact. Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to be at least one of the following: (i) an employee of the Company, or (ii) a partner or employee of Faegre Baker Daniels LLP, then this Power of Attorney shall be automatically revoked solely as to such individual, immediately upon such cessation, without any further action on my part. I hereby revoke all previous Powers of Attorney that have been granted by me in connection with my reporting obligations, if any, under Section 16 of the Exchange Act and Rule 144 under the Securities Act with respect to my holdings of and transactions in securities issued by the Company. IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 8th day of September, 2015. RADIUS VENTURE PARTNERS III QP, LP /s/ Jordan S. Davis Name: Jordan S. Davis