13D
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1.
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Name of Reporting Persons
Prospect Venture Partners III, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a)
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¨
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(b)
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x(1)
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3.
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SEC USE ONLY
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4.
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Source of Funds (see instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
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¨
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||
6.
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Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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||
8.
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Shared Voting Power
5,340,616 (2)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
5,340,616 (2)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,340,616 (2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
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¨
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||
13.
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Percent of Class Represented by Amount in Row 11
11.8% (3)
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14.
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Type of Reporting Person (see instructions)
PN
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(1) This Schedule 13D is filed by Prospect Venture Partners III, L.P. (“PVP III”), Prospect Management Co. III, L.L.C. (“PMC III”), David Schnell (“Schnell”) and Russell C. Hirsch (“Hirsch,” together with PVP III, PMC III and Schnell, collectively, the “Filing Persons”). The Filing Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
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(2) Consists of common stock, par value $0.0001 per share (“Common Stock”) of Baxano Surgical, Inc. (the “Issuer”) held by PVP III. PMC III serves as the sole general partner of PVP III, and owns no securities of the Issuer directly. Schnell and Hirsch are managing directors of PMC III and share voting and dispositive power over the shares held by PVP III.
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(3) This percentage is calculated based upon 45,169,860 shares of outstanding Common Stock as of June 7, 2013, as reported by the Issuer to the Filing Persons on June 7, 2013.
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13D
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1.
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Name of Reporting Persons
Prospect Management Co. III, L.L.C.
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2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|||
(a)
|
¨
|
|||
(b)
|
x(1)
|
|||
3.
|
SEC USE ONLY
|
|||
4.
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Source of Funds (see instructions)
WC
|
|||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨
|
||
6.
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Citizenship or Place of Organization
Delaware
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|||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
5,340,616 (2)
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
5,340,616 (2)
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,340,616 (2)
|
|||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
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||
13.
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Percent of Class Represented by Amount in Row 11
11.8% (3)
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14.
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Type of Reporting Person (see instructions)
OO
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(1) This Schedule 13D is filed by Prospect Venture Partners III, L.P. (“PVP III”), Prospect Management Co. III, L.L.C. (“PMC III”), David Schnell (“Schnell”) and Russell C. Hirsch (“Hirsch,” together with PVP III, PMC III and Schnell, collectively, the “Filing Persons”). The Filing Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. | ||
(2) Consists of common stock, par value $0.0001 per share (“Common Stock”) of Baxano Surgical, Inc. (the “Issuer”) held by PVP III. PMC III serves as the sole general partner of PVP III, and owns no securities of the Issuer directly. Schnell and Hirsch are managing directors of PMC III and share voting and dispositive power over the shares held by PVP III.
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(3) This percentage is calculated based upon 45,169,860 shares of outstanding Common Stock as of June 7, 2013, as reported by the Issuer to the Filing Persons on June 7, 2013.
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13D
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1.
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Name of Reporting Persons
David Schnell
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
|
|||
(a)
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¨
|
|||
(b)
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x(1)
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
Source of Funds (see instructions)
OO
|
|||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨
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||
6.
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Citizenship or Place of Organization
Delaware
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|||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
5,340,616 (2)
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
5,340,616 (2)
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,340,616 (2)
|
|||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
||
13.
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Percent of Class Represented by Amount in Row 11
11.8% (3)
|
|||
14.
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Type of Reporting Person (see instructions)
IN
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(1) This Schedule 13D is filed by Prospect Venture Partners III, L.P. (“PVP III”), Prospect Management Co. III, L.L.C. (“PMC III”), David Schnell (“Schnell”) and Russell C. Hirsch (“Hirsch,” together with PVP III, PMC III and Schnell, collectively, the “Filing Persons”). The Filing Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
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||
(2) Consists of common stock, par value $0.0001 per share (“Common Stock”) of Baxano Surgical, Inc. (the “Issuer”) held by PVP III. PMC III serves as the sole general partner of PVP III, and owns no securities of the Issuer directly. Schnell and Hirsch are managing directors of PMC III and share voting and dispositive power over the shares held by PVP III.
|
||
(3) This percentage is calculated based upon 45,169,860 shares of outstanding Common Stock as of June 7, 2013, as reported by the Issuer to the Filing Persons on June 7, 2013. |
13D
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1.
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Name of Reporting Persons
Russell C. Hirsch
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
|
|||
(a)
|
¨
|
|||
(b)
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x(1)
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
Source of Funds (see instructions)
OO
|
|||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨
|
||
6.
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Citizenship or Place of Organization
Delaware
|
|||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
5,340,616 (2)
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
5,340,616 (2)
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,340,616 (2)
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row 11
11.8% (3)
|
|||
14.
|
Type of Reporting Person (see instructions)
IN
|
(1) This Schedule 13D is filed by Prospect Venture Partners III, L.P. (“PVP III”), Prospect Management Co. III, L.L.C. (“PMC III”), David Schnell (“Schnell”) and Russell C. Hirsch (“Hirsch,” together with PVP III, PMC III and Schnell, collectively, the “Filing Persons”). The Filing Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. | ||
(2) Consists of common stock, par value $0.0001 per share (“Common Stock”) of Baxano Surgical, Inc. (the “Issuer”) held by PVP III. PMC III serves as the sole general partner of PVP III, and owns no securities of the Issuer directly. Schnell and Hirsch are managing directors of PMC III and share voting and dispositive power over the shares held by PVP III.
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(3) This percentage is calculated based upon 45,169,860 shares of outstanding Common Stock as of June 7, 2013, as reported by the Issuer to the Filing Persons on June 7, 2013.
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Item 5.
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Interest in Securities of the Issuer
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Filing Person
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Shares of
Common Stock (2) |
Sole Voting
Power |
Shared Voting
Power(2) |
Sole
Dispositive Power |
Shared
Dispositive Power(2) |
Beneficial
Ownership |
Percentage of
Class (3) |
Prospect Venture Partners III, L.P. (1)
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5,340,616
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0
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5,340,616
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0
|
5,340,616
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5,340,616
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11.8%
|
Prospect Management Co. III, L.L.C. (1)
|
0
|
0
|
5,340,616
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0
|
5,340,616
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5,340,616
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11.8%
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David Schnell (1)
|
0
|
0
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5,340,616
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0
|
5,340,616
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5,340,616
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11.8%
|
Russell C. Hirsch (1)
|
0
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0
|
5,340,616
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0
|
5,340,616
|
5,340,616
|
11.8%
|
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7.
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Material to Be Filed as Exhibits
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A.
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Agreement and Plan of Merger, among TranS1 Inc., RacerX Acquisition Corp., Baxano, Inc., and Sumeet Jain and David Schulte as Securityholder Representatives, dated March 3, 2013 (incorporated by reference to Exhibit 2.1 to TranS1’s Current Report on Form 8-K filed with the SEC on March 5, 2013).
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B.
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First Amendment to Agreement and Plan of Merger, among TranS1 Inc., RacerX Acquisition Corp., Baxano, Inc., and Sumeet Jain and David Schulte as Securityholder Representatives, dated April 10, 2013 (incorporated by reference to Exhibit 2.1 to TranS1’s Current Report on Form 8-K filed with the SEC on April 10, 2013).
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C.
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Form of Securities Purchase Agreement, between TranS1 Inc. and the investors identified on the signature pages thereto, dated March 3, 2013 (incorporated by reference to Exhibit 10.1 to TranS1’s Current Report on Form 8-K filed with the SEC on March 5, 2013).
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PROSPECT VENTURE PARTNERS III, L.P. | |||
By:
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Prospect Management Co. III, L.L.C. | ||
Its: | General Partner | ||
By: | /s/ Russell C. Hirsch | ||
Name: | Russell C. Hirsch | ||
Title: | Managing Director |
PROSPECT MANAGEMENT CO. III, L.L.C. | |||
By: | /s/ Russell C. Hirsch | ||
Name: | Russell C. Hirsch | ||
Title: | Managing Director |
/s/ David Schnell | |
David Schnell |
/s/ Russell C. Hirsch | |
Russell C. Hirsch |
A.
|
Agreement and Plan of Merger, among TranS1 Inc., RacerX Acquisition Corp., Baxano, Inc., and Sumeet Jain and David Schulte as Securityholder Representatives, dated March 3, 2013 (incorporated by reference to Exhibit 2.1 to TranS1’s Current Report on Form 8-K filed with the SEC on March 5, 2013).
|
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B.
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First Amendment to Agreement and Plan of Merger, among TranS1 Inc., RacerX Acquisition Corp., Baxano, Inc., and Sumeet Jain and David Schulte as Securityholder Representatives, dated April 10, 2013 (incorporated by reference to Exhibit 2.1 to TranS1’s Current Report on Form 8-K filed with the SEC on April 10, 2013).
|
C.
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Form of Securities Purchase Agreement, between TranS1 Inc. and the investors identified on the signature pages thereto, dated March 3, 2013 (incorporated by reference to Exhibit 10.1 to TranS1’s Current Report on Form 8-K filed with the SEC on March 5, 2013).
|
D.
|
Agreement regarding filing of joint Schedule 13D.
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PROSPECT VENTURE PARTNERS III, L.P. | |||
By:
|
Prospect Management Co. III, L.L.C. | ||
Its: | General Partner | ||
By: | /s/ Russell C. Hirsch | ||
Name: | Russell C. Hirsch | ||
Title: | Managing Director |
PROSPECT MANAGEMENT CO. III, L.L.C. | |||
By: | /s/ Russell C. Hirsch | ||
Name: | Russell C. Hirsch | ||
Title: | Managing Director |
/s/ David Schnell | |
David Schnell |
/s/ Russell C. Hirsch | |
Russell C. Hirsch |