0001571049-15-001081.txt : 20150212 0001571049-15-001081.hdr.sgml : 20150212 20150212172227 ACCESSION NUMBER: 0001571049-15-001081 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150212 DATE AS OF CHANGE: 20150212 GROUP MEMBERS: ADVANCED TECHNOLOGY VENTURES VI, L.P. GROUP MEMBERS: ADVANCED TECHNOLOGY VENTURES VII (B), L.P. GROUP MEMBERS: ADVANCED TECHNOLOGY VENTURES VII(C), L.P. GROUP MEMBERS: ATV ALLIANCE 2002, L.P. GROUP MEMBERS: ATV ALLIANCE ASSOCIATES, L.L.C. GROUP MEMBERS: ATV ASSOCIATES VI, L.L.C. GROUP MEMBERS: ATV ASSOCIATES VII, L.L.C. GROUP MEMBERS: ATV ENTREPRENEURS VI, L.P. GROUP MEMBERS: ATV ENTREPRENEURS VII, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GI DYNAMICS, INC. CENTRAL INDEX KEY: 0001245791 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88572 FILM NUMBER: 15607588 BUSINESS ADDRESS: STREET 1: ONE MAGUIRE ROAD CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-357-3310 MAIL ADDRESS: STREET 1: ONE MAGUIRE ROAD CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: GI DYNAMICS INC DATE OF NAME CHANGE: 20030623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED TECHNOLOGY VENTURES VII LP CENTRAL INDEX KEY: 0001138942 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 281 WINTER ST STREET 2: SUITE 350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7812900707 SC 13G 1 t81383_13g.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.     )*
 
 
GI DYNAMICS, INC.
(Name of Issuer)
 
COMMON STOCK
(Title of Class of Securities)
 
U3762T113
(CUSIP Number)
 
December 31, 2014
(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)
 
☒ 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. U3762T113
  
Page 2 of 18 Pages
             
1.
  
Name of Reporting Persons
 
Advanced Technology Ventures VI, L.P.
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐        (b) ☒1
 
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
 
0
  
6.
  
Shared Voting Power
 
6,727,7552
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
6,727,7552
9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,727,7552
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
7.1%3
12.
  
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G is filed by Advanced Technology Ventures VI, L.P. (“ATV VI”), Advanced Technology Ventures VII, L.P. (“ATV VII”), Advanced Technology Ventures VII (B), L.P. (“ATV VII-B”), Advanced Technology Ventures VII(C), L.P. (“ATV VII-C”), ATV Entrepreneurs VI, L.P. (“ATVE VI”), ATV Entrepreneurs VII, L.P. (“ATVE VII”), ATV Alliance 2002, L.P. (“ATV Alliance”),  ATV Associates VI, L.L.C. (the general partner of ATV VI and ATVE VI) (“ATVA VI), ATV Associates VII, L.L.C. (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII) (“ATVA VII”),  and ATV Alliance Associates, L.L.C. (the general partner of ATV Alliance) (“ATVAA” and collectively with ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI and ATVA VII, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
2 
Consists of (i) 903,442 shares of common stock owned by ATV VI, (ii) 5,409,678 shares of common stock owned by ATV VII, (iii) 217,088 shares of common stock owned by ATV VII-B, (iv) 104,346 shares of common stock owned by ATV VII-C, (v) 32,239 shares of common stock owned by ATVE VII, (vi) 57,666 shares of common stock owned by ATVE VI and (vii) 3,296 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based upon 94,795,481 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
 
 
 

 

 
CUSIP No. U3762T113
  
Page 3 of 18 Pages
             
1.
  
Name of Reporting Persons
 
Advanced Technology Ventures VII , L.P.
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐        (b) ☒1
 
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
 
0
  
6.
  
Shared Voting Power
 
6,727,7552
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
6,727,7552
9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,727,7552
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
7.1%3
12.
  
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
2 
Consists of (i) 903,442 shares of common stock owned by ATV VI, (ii) 5,409,678 shares of common stock owned by ATV VII, (iii) 217,088 shares of common stock owned by ATV VII-B, (iv) 104,346 shares of common stock owned by ATV VII-C, (v) 32,239 shares of common stock owned by ATVE VII, (vi) 57,666 shares of common stock owned by ATVE VI and (vii) 3,296 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based upon 94,795,481 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
 
 
 

 

 
CUSIP No. U3762T113
  
Page 4 of 18 Pages
             
1.
  
Name of Reporting Persons
 
Advanced Technology Ventures VII(B), L.P.
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐        (b) ☒1
 
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
 
0
  
6.
  
Shared Voting Power
 
6,727,7552
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
6,727,7552
9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,727,7552
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
7.1%3
12.
  
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
2 
Consists of (i) 903,442 shares of common stock owned by ATV VI, (ii) 5,409,678 shares of common stock owned by ATV VII, (iii) 217,088 shares of common stock owned by ATV VII-B, (iv) 104,346 shares of common stock owned by ATV VII-C, (v) 32,239 shares of common stock owned by ATVE VII, (vi) 57,666 shares of common stock owned by ATVE VI and (vii) 3,296 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based upon 94,795,481 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
 
 
 

 

 
CUSIP No. U3762T113
  
Page 5 of 18 Pages
             
1.
  
Name of Reporting Persons
 
Advanced Technology Ventures VII(C), L.P.
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐        (b) ☒1
 
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
 
0
  
6.
  
Shared Voting Power
 
6,727,7552
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
6,727,7552
9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,727,7552
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
7.1%3
12.
  
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
2 
Consists of (i) 903,442 shares of common stock owned by ATV VI, (ii) 5,409,678 shares of common stock owned by ATV VII, (iii) 217,088 shares of common stock owned by ATV VII-B, (iv) 104,346 shares of common stock owned by ATV VII-C, (v) 32,239 shares of common stock owned by ATVE VII, (vi) 57,666 shares of common stock owned by ATVE VI and (vii) 3,296 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based upon 94,795,481 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
 
 
 
 

 

 
CUSIP No. U3762T113
  
Page 6 of 18 Pages
             
1.
  
Name of Reporting Persons
 
ATV Entrepreneurs VI, L.P.
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐        (b) ☒1
 
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
 
0
  
6.
  
Shared Voting Power
 
6,727,7552
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
6,727,7552
9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,727,7552
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
7.1%3
12.
  
Type of Reporting Person (See Instructions)
 
PN
 
1
This Schedule 13G is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
2
Consists of (i) 903,442 shares of common stock owned by ATV VI, (ii) 5,409,678 shares of common stock owned by ATV VII, (iii) 217,088 shares of common stock owned by ATV VII-B, (iv) 104,346 shares of common stock owned by ATV VII-C, (v) 32,239 shares of common stock owned by ATVE VII, (vi) 57,666 shares of common stock owned by ATVE VI and (vii) 3,296 shares of common stock owned by ATV Alliance.
3
This percentage is calculated based upon 94,795,481 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
 
 
 

 

 
CUSIP No. U3762T113
  
Page 7 of 18 Pages
             
1.
  
Name of Reporting Persons
ATV Entrepreneurs VII, L.P.
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐        (b) ☒1
 
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
 
0
  
6.
  
Shared Voting Power
 
6,727,7552
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
6,727,7552
9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,727,7552
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
7.1%3
12.
  
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
2 
Consists of (i) 903,442 shares of common stock owned by ATV VI, (ii) 5,409,678 shares of common stock owned by ATV VII, (iii) 217,088 shares of common stock owned by ATV VII-B, (iv) 104,346 shares of common stock owned by ATV VII-C, (v) 32,239 shares of common stock owned by ATVE VII, (vi) 57,666 shares of common stock owned by ATVE VI and (vii) 3,296 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based upon 94,795,481 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
 
 
 

 

 
CUSIP No. U3762T113
  
Page 8 of 18 Pages
             
1.
  
Name of Reporting Persons
 ATV Alliance 2002, L.P.
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐        (b) ☒1
 
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
 
0
  
6.
  
Shared Voting Power
 
6,727,7552
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
6,727,7552
9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,727,7552
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
7.1%3
12.
  
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
2 
Consists of (i) 903,442 shares of common stock owned by ATV VI, (ii) 5,409,678 shares of common stock owned by ATV VII, (iii) 217,088 shares of common stock owned by ATV VII-B, (iv) 104,346 shares of common stock owned by ATV VII-C, (v) 32,239 shares of common stock owned by ATVE VII, (vi) 57,666 shares of common stock owned by ATVE VI and (vii) 3,296 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based upon 94,795,481 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
 
 
 

 

 
 
CUSIP No. U3762T113
  
Page 9 of 18 Pages
             
1.
  
Name of Reporting Persons
ATV Associates VI, L.L.C.
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐        (b) ☒1
 
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
 
0
  
6.
  
Shared Voting Power
 
6,727,7552
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
6,727,7552
9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,727,7552
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
7.1%3
12.
  
Type of Reporting Person (See Instructions)
 
OO
 
1
This Schedule 13G is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
2
Consists of (i) 903,442 shares of common stock owned by ATV VI, (ii) 5,409,678 shares of common stock owned by ATV VII, (iii) 217,088 shares of common stock owned by ATV VII-B, (iv) 104,346 shares of common stock owned by ATV VII-C, (v) 32,239 shares of common stock owned by ATVE VII, (vi) 57,666 shares of common stock owned by ATVE VI and (vii) 3,296 shares of common stock owned by ATV Alliance.
3
This percentage is calculated based upon 94,795,481 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
 
 
 

 

 
 
CUSIP No. U3762T113
  
Page 10 of 18 Pages
             
1.
  
Name of Reporting Persons
ATV Associates VII, L.L.C.
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐        (b) ☒1
 
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
 
0
  
6.
  
Shared Voting Power
 
6,727,7552
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
6,727,7552
9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,727,7552
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
7.1%3
12.
  
Type of Reporting Person (See Instructions)
 
PN
 
1
This Schedule 13G is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
2
Consists of (i) 903,442 shares of common stock owned by ATV VI, (ii) 5,409,678 shares of common stock owned by ATV VII, (iii) 217,088 shares of common stock owned by ATV VII-B, (iv) 104,346 shares of common stock owned by ATV VII-C, (v) 32,239 shares of common stock owned by ATVE VII, (vi) 57,666 shares of common stock owned by ATVE VI and (vii) 3,296 shares of common stock owned by ATV Alliance.
3
This percentage is calculated based upon 94,795,481 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
 
 
 

 

 
CUSIP No. U3762T113
  
Page 11 of 18 Pages
             
1.
  
Name of Reporting Persons
 
 ATV Alliance Associates, L.L.C.
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐        (b) ☒1
 
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
 
0
  
6.
  
Shared Voting Power
 
6,727,7552
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
6,727,7552
9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,727,7552
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
7.1%3
12.
  
Type of Reporting Person (See Instructions)
 
OO
 
1 
This Schedule 13G is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
2 
Consists of (i) 903,442 shares of common stock owned by ATV VI, (ii) 5,409,678 shares of common stock owned by ATV VII, (iii) 217,088 shares of common stock owned by ATV VII-B, (iv) 104,346 shares of common stock owned by ATV VII-C, (v) 32,239 shares of common stock owned by ATVE VII, (vi) 57,666 shares of common stock owned by ATVE VI and (vii) 3,296 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based upon 94,795,481 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
 
 
 

 

CUSIP No. U3762T113
  
Page 12 of 18 Pages
 
Introductory Note: This Statement on Schedule 13G is filed on behalf of Advanced Technology Ventures VI, L.P., a limited partnership organized under the laws of the State of Delaware (“ATV VI”), Advanced Technology Ventures VII, L.P., a limited partnership organized under the laws of the State of Delaware (“ATV VII”), Advanced Technology Ventures VII (B), L.P., a limited partnership organized under the laws of the State of Delaware (“ATV VII-B”), Advanced Technology Ventures VII(C), L.P., a limited partnership organized under the laws of the State of Delaware (“ATV VII-C”), ATV Entrepreneurs VI, L.P, a limited partnership organized under the laws of the State of Delaware (“ATVE VI”), ATV Entrepreneurs VII, L.P, a limited partnership organized under the laws of the State of Delaware (“ATVE VII”), ATV Alliance 2002, L.P., a limited partnership organized under the laws of the State of Delaware (“ATV Alliance”), ATV Associates VI, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ATVA VI”), ATV Associates VII, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ATVA VII”)  and ATV Alliance Associates, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ATVAA” and collectively with ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI and ATVA VII, the “ATV Entities”) in respect of shares of common stock of GI Dynamics, Inc. The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
 
Item 1.
  
 
 
(a)
Name of Issuer
     
    GI Dynamics, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices
     
   
One Maguire Road, Lexington, MA 02421
 
Item 2.
  
 
 
(a)
Name of Person Filing
     
   
Advanced Technology Ventures VI, L.P.
Advanced Technology Ventures VII, L.P.
Advanced Technology Ventures VII (B), L.P.
Advanced Technology Ventures VII(C), L.P.
ATV Entrepreneurs VI, L.P.
ATV Entrepreneurs VII, L.P.
ATV Alliance 2002, L.P.
ATV Associates VI, L.L.C.
ATV Associates VII, L.L.C.
ATV Alliance Associates, L.L.C.
 
 
(b)
Address of Principal Business Office or, if none, Residence
     
   
500 Boylston Street, Suite 1380, Boston, Massachusetts 02116
 
 
 

 

CUSIP No. U3762T113
  
Page 13 of 18 Pages
 
 
(c)
Citizenship
     
   
Each of ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII and ATV Alliance are limited partnerships organized in the State of Delaware. Each of ATVA VI, ATVA VII and ATVAA are limited liability companies organized in the State of Delaware.
 
 
(d)
Title of Class of Securities
     
   
Common Stock
 
 
(e)
CUSIP Number
     
   
U3762T113
 
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
 
Item 4.
Ownership
   
 
(a)    Amount Beneficially Owned as of December 31, 2014:
 
Advanced Technology Ventures VI, L.P.
6,727,755 (1)
  
Advanced Technology Ventures VII, L.P
6,727,755 (1)
  
Advanced Technology Ventures VII (B), L.P.
6,727,755 (1)
  
Advanced Technology Ventures VII(C), L.P.
6,727,755 (1)
  
ATV Entrepreneurs VII, L.P.
6,727,755 (1)
  
ATV Entrepreneurs VI, L.P.
6,727,755 (1)
  
ATV Alliance 2002, L.P.
6,727,755 (1)
  
ATV Associates VI, L.L.C.
6,727,755 (1)
  
ATV Associates VII, L.L.C.
6,727,755 (1)
  
ATV Alliance Associates, L.L.C.
6,727,755 (1)
  
 
 
(b)    Percent of Class as of December 31, 2014:
 
Advanced Technology Ventures VI, L.P.
7.1%
  
Advanced Technology Ventures VII, L.P
7.1%
  
Advanced Technology Ventures VII (B), L.P.
7.1%
  
Advanced Technology Ventures VII(C), L.P.
7.1%
  
ATV Entrepreneurs VII, L.P.
7.1%
  
ATV Entrepreneurs VI, L.P.
7.1%
  
ATV Alliance 2002, L.P.
7.1%
  
ATV Associates VI, L.L.C.
7.1%
  
ATV Associates VII, L.L.C.
7.1%
  
ATV Alliance Associates, L.L.C.
7.1%
  
 
 
 

 

CUSIP No. U3762T113
  
Page 14 of 18 Pages
 
 
(c)    Number of shares as to which the person has, as of December 31, 2014:
   
 
(i)     Sole power to vote or to direct the vote
 
Advanced Technology Ventures VI, L.P.
0
  
Advanced Technology Ventures VII, L.P
0
  
Advanced Technology Ventures VII (B), L.P.
0
  
Advanced Technology Ventures VII(C), L.P.
0
  
ATV Entrepreneurs VII, L.P.
0
  
ATV Entrepreneurs VI, L.P.
0
  
ATV Alliance 2002, L.P.
0
  
ATV Associates VI, L.L.C.
0
  
ATV Associates VII, L.L.C.
0
  
ATV Alliance Associates, L.L.C.
0
  
   
 
(ii)    Shared power to vote or to direct the vote
 
Advanced Technology Ventures VI, L.P.
6,727,755 (1)
  
Advanced Technology Ventures VII, L.P
6,727,755 (1)
  
Advanced Technology Ventures VII (B), L.P.
6,727,755 (1)
  
Advanced Technology Ventures VII(C), L.P.
6,727,755 (1)
  
ATV Entrepreneurs VII, L.P.
6,727,755 (1)
  
ATV Entrepreneurs VI, L.P.
6,727,755 (1)
  
ATV Alliance 2002, L.P.
6,727,755 (1)
  
ATV Associates VI, L.L.C.
6,727,755 (1)
  
ATV Associates VII, L.L.C.
6,727,755 (1)
  
ATV Alliance Associates, L.L.C.
6,727,755 (1)
  
   
 
(IV)  Sole power to dispose or to direct the disposition of
 
Advanced Technology Ventures VI, L.P.
0
  
Advanced Technology Ventures VII, L.P
0
  
Advanced Technology Ventures VII (B), L.P.
0
  
Advanced Technology Ventures VII(C), L.P.
0
  
ATV Entrepreneurs VII, L.P.
0
  
ATV Entrepreneurs VI, L.P.
0
  
ATV Alliance 2002, L.P.
0
  
ATV Associates VI, L.L.C.
0
  
ATV Associates VII, L.L.C.
0
  
ATV Alliance Associates, L.L.C.
0
  
 
 
 

 

CUSIP No. U3762T113
  
Page 15 of 18 Pages
   
 
(iv)      Shared power to dispose or to direct the disposition of
 
Advanced Technology Ventures VI, L.P.
6,727,755 (1)
  
Advanced Technology Ventures VII, L.P
6,727,755 (1)
  
Advanced Technology Ventures VII (B), L.P.
6,727,755 (1)
  
Advanced Technology Ventures VII(C), L.P.
6,727,755 (1)
  
ATV Entrepreneurs VII, L.P.
6,727,755 (1)
  
ATV Entrepreneurs VI, L.P.
6,727,755 (1)
  
ATV Alliance 2002, L.P.
6,727,755 (1)
  
ATV Associates VI, L.L.C.
6,727,755 (1)
  
ATV Associates VII, L.L.C.
6,727,755 (1)
  
ATV Alliance Associates, L.L.C.
6,727,755 (1)
  
 
(1)
These shares are owned directly as follows: 903,442 shares of common stock are owned by ATV VI, 5,409,678 shares of common stock are owned by ATV VII, 217,088 shares of common stock are owned by ATV VII-B, 104,346 shares of common stock are owned by ATV VII-C, 32,239 shares of common stock are owned by ATVE VII, 57,666 shares of common stock are owned by ATVE VI, and 3,296 shares of common stock are owned by ATV Alliance.
 
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
 
Item 8.
Identification and Classification of Members of the Group
 
Not Applicable
 
Item 9.
Notice of Dissolution of a Group
 
Not Applicable
 
Item 10.
Certification
 
Not Applicable
 
 
 

 

CUSIP No. U3762T113
  
Page 16 of 18 Pages
 
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 12, 2015
     
Advanced Technology Ventures VI, L.P.
  
ATV Entrepreneurs VII, L.P.
     
By:
ATV Associates VI, L.L.C., its General Partner
  
By:
ATV Associates VII, L.L.C., its General Partner
         
By:
  /s/ William C. Wiberg  
By:
  /s/ William C. Wiberg
         
 
Authorized Signatory
    
Authorized Signatory
         
Advanced Technology Ventures VII, L.P.
  
ATV Alliance 2002, L.P.
         
By:
ATV Associates VII, L.L.C., its General Partner
  
By:
ATV Alliance Associates, L.L.C., its General Partner
         
By:
  /s/ William C. Wiberg  
By:
  /s/ William C. Wiberg
         
 
Authorized Signatory
    
Authorized Signatory
         
Advanced Technology Ventures VII (B), L.P.
  
ATV Associates VI, L.L.C.
         
By:
ATV Associates VII, L.L.C., its General Partner
  
By:
  /s/ William C. Wiberg
         
By:
  /s/ William C. Wiberg    
Authorized Signatory
         
 
Authorized Signatory
  
ATV Associates VII, L.L.C.
       
Advanced Technology Ventures VII(C), L.P.
    
     
By:
  /s/ William C. Wiberg
By:
ATV Associates VII, L.L.C., its General Partner
      
       
Authorized Signatory
By:
  /s/ William C. Wiberg      
     
ATV Alliance Associates, L.L.C.
 
Authorized Signatory
      
     
By:
  /s/ William C. Wiberg
ATV Entrepreneurs VI, L.P.
      
       
Authorized Signatory
By:
ATV Associates VI, L.L.C., its General Partner
      
         
By:
  /s/ William C. Wiberg      
         
 
Authorized Signatory
      
 
 
 

 

 
CUSIP No. U3762T113
  
Page 17 of 18 Pages
 
EXHIBITS
 
A:
Joint Filing Agreement
 
 
 

 

CUSIP No. U3762T113
  
Page 18 of 18 Pages
 
EXHIBIT A
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of GI Dynamics, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
 
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 12th day of February, 2015.
     
Advanced Technology Ventures VI, L.P.
  
ATV Entrepreneurs VII, L.P.
     
By:
ATV Associates VI, L.L.C., its General Partner
  
By:
ATV Associates VII, L.L.C., its General Partner
         
By:
  /s/ William C. Wiberg  
By:
  /s/ William C. Wiberg
         
 
Authorized Signatory
    
Authorized Signatory
         
Advanced Technology Ventures VII, L.P.
  
ATV Alliance 2002, L.P.
         
By:
ATV Associates VII, L.L.C., its General Partner
  
By:
ATV Alliance Associates, L.L.C., its General Partner
         
By:
  /s/ William C. Wiberg  
By:
  /s/ William C. Wiberg
         
 
Authorized Signatory
    
Authorized Signatory
         
Advanced Technology Ventures VII (B), L.P.
  
ATV Associates VI, L.L.C.
         
By:
ATV Associates VII, L.L.C., its General Partner
  
By:
  /s/ William C. Wiberg
         
By:
  /s/ William C. Wiberg    
Authorized Signatory
         
 
Authorized Signatory
      
     
ATV Associates VII, L.L.C.
Advanced Technology Ventures VII(C), L.P.
    
     
By:
  /s/ William C. Wiberg
By:
ATV Associates VII, L.L.C., its General Partner
      
       
Authorized Signatory
By:
  /s/ William C. Wiberg      
     
ATV Alliance Associates, L.L.C.
 
Authorized Signatory
      
     
By:
  /s/ William C. Wiberg
ATV Entrepreneurs VI, L.P.
      
       
Authorized Signatory
By:
ATV Associates VI, L.L.C., its General Partner
      
         
By:
  /s/ William C. Wiberg      
         
 
Authorized Signatory