0001535610-19-000056.txt : 20190117 0001535610-19-000056.hdr.sgml : 20190117 20190117154932 ACCESSION NUMBER: 0001535610-19-000056 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190115 FILED AS OF DATE: 20190117 DATE AS OF CHANGE: 20190117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SABBY MANAGEMENT, LLC CENTRAL INDEX KEY: 0001535610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33818 FILM NUMBER: 19530954 BUSINESS ADDRESS: STREET 1: 10 MOUNTAINVIEW ROAD STREET 2: SUITE 205 CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07458 BUSINESS PHONE: 646-307-4527 MAIL ADDRESS: STREET 1: 10 MOUNTAINVIEW ROAD STREET 2: SUITE 205 CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07458 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ReShape Lifesciences Inc. CENTRAL INDEX KEY: 0001371217 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 481293684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92673 BUSINESS PHONE: 9494296680 MAIL ADDRESS: STREET 1: 1001 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92673 FORMER COMPANY: FORMER CONFORMED NAME: EnteroMedics Inc DATE OF NAME CHANGE: 20060802 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2019-01-15 0 0001371217 ReShape Lifesciences Inc. RSLS 0001535610 SABBY MANAGEMENT, LLC 10 MOUNTAINVIEW ROAD SUITE 205 UPPER SADDLE RIVER NJ 07458 0 0 1 0 Common Stock 1043408 I See Footnotes Pre-Funded Warrant $0.01 Strike 0.01 2018-11-28 2028-11-28 Common Stock 3660000 I See Footnotes Warrant $1.25 Strike 1.25 2018-04-03 2019-04-03 Common Stock 16666 I See Footnotes Warrant $1.25 Strike 1.25 2018-06-21 2023-12-21 Common Stock 1118 I See Footnotes Warrant $1.25 Strike 1.25 2018-07-12 2024-01-12 Common Stock 2956 I See Footnotes Warrant $1.25 Strike 1.25 2019-02-03 2024-02-05 Common Stock 3690 I See Footnotes Warrant $1.25 Strike 1.25 2018-09-20 2023-09-20 Common Stock 14196 I See Footnotes Warrant $1.25 Strike 1.25 2017-08-16 2024-08-16 Common Stock 750 I See Footnotes Warrant $1.25 Strike 1.25 2018-06-08 2023-12-08 Common Stock 669 I See Footnotes Warrant $1.50 Strike 1.5 2018-11-28 2023-11-28 Common Stock 4000000 I See Footnotes This Form 3 is being filed by Sabby Healthcare Master Fund, Ltd. ("SHMF"), Sabby Volatility Warrant Master Fund, Ltd. ("SVWMF"), Sabby Management, LLC ("Advisor") and Hal Mintz. Advisor is the investment manager of SHMF and SVWMF. Mr. Mintz is the manager of Advisor. The exercise of this security into shares is subject to a blocker, and the holder is not allowed to exercise this security into shares if as a result of such exercise the holder (in the aggregate with its affiliates) would own in excess of 4.99% of the outstanding shares (9.99% of the outstanding shares in the case of the Pre-Funded Warrant). As holder (in the aggregate with its affiliates) currently owns more than 9.99% of the outstanding shares, this security is not currently eligible for exercisse into shares. The amount reported herein reflects the entire amount of Issuer's securities held by SHMF and SVWMF as of January 15, 2019. Each of Advisor and Mr. Mintz disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16"), beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that either Advisor or Mr. Mintz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ Robert Grundstein, COO and General Counsel of Sabby Management, LLC 2019-01-17