0001104659-15-068996.txt : 20151005 0001104659-15-068996.hdr.sgml : 20151005 20151005094452 ACCESSION NUMBER: 0001104659-15-068996 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151002 FILED AS OF DATE: 20151005 DATE AS OF CHANGE: 20151005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: REVA Medical, Inc. CENTRAL INDEX KEY: 0001496268 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 330810505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5751 COPLEY DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92111 BUSINESS PHONE: (858) 966-3000 MAIL ADDRESS: STREET 1: 5751 COPLEY DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Taylor Nicholas CENTRAL INDEX KEY: 0001627385 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54192 FILM NUMBER: 151142256 MAIL ADDRESS: STREET 1: 11TH FL,LHT TOWER,31 QUEENS ROAD CENTRAL CITY: CENTRAL STATE: K3 ZIP: 1 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Senrigan Capital Group Ltd CENTRAL INDEX KEY: 0001539491 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54192 FILM NUMBER: 151142257 BUSINESS ADDRESS: STREET 1: 1504 15TH FLOOR WHEELOCK HOUSE STREET 2: 20 PEDDER STREET, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 85231963000 MAIL ADDRESS: STREET 1: 1504 15TH FLOOR WHEELOCK HOUSE STREET 2: 20 PEDDER STREET, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Senrigan Capital Management Ltd CENTRAL INDEX KEY: 0001539490 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54192 FILM NUMBER: 151142258 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 85231963000 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: 00000 4 1 a4.xml 4 X0306 4 2015-10-02 0 0001496268 REVA Medical, Inc. RVA:AX 0001539490 Senrigan Capital Management Ltd PO BOX 309, UGLAND HOUSE GEORGE TOWN E9 00000 CAYMAN ISLANDS 0 0 1 0 0001539491 Senrigan Capital Group Ltd 1504 15TH FLOOR WHEELOCK HOUSE 20 PEDDER STREET, CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0001627385 Taylor Nicholas 11TH FL,LHT TOWER,31 QUEENS ROAD CENTRAL CENTRAL K3 1 HONG KONG 0 0 1 0 Common Stock, par value $0.0001 per share 2015-10-02 4 M 0 4375000 2.17 A 5765230 I See footnotes Stock Options (right to buy) 2.17 2015-10-02 4 M 0 4375000 D 2019-11-17 Common Stock, par value $0.0001 per share 4375000 0 I See footnotes 7.54% Convertible Notes 2019-11-14 Common Stock, par value $0.0001 per share 125 I See footnotes Senrigan Capital Management Limited, a Cayman Islands limited company ("SCM") with a business address of PO Box 309,Ugland House, Grand Cayman, KY-1104, is filing this Form 4 jointly with Senrigan Capital Group Limited, a Hong Kong limited company ("SCG"), and Nick Taylor, a citizen of the United Kingdom each of whom has a business address of 11th Floor, LHT Tower, 31 Queens Road Central, Hong Kong and may be deemed to have a pecuniary interest in securities reported by it on this Form 4 ("the Subject Securities"). Collectively, these are the "Reporting Persons." SCM advises the accounts of the Senrigan Master Fund Limited, a Cayman Islands limited company, Senrigan US Feeder Fund Limited, a Cayman Islands limited company, and Senrigan Fund Limited, a Cayman Islands limited company ( together with Senrigan Master Fund Limited and Senrigan US Feeder Fund Limited, the "Senrigan Funds"). SCM, as the investment manager to the Senrigan Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. Pursuant to an investment advisory agreement between SCM and SCG, SCG may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Nick Taylor's position as majority owner of SCM, Nick Taylor may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. REVA Medical Inc. (the "Company") lists a CHESS Depositary Instrument, or "CDI," to enable its securities to be traded on the Australian Stock Exchange. Ten CDIs are equivalent to one share of Common Stock and have all the rights and privileges of Common Stock. Following the Options exercise described in footnote 6, the Reporting Persons hold 57,652,301 CDIs, which translate into the 5,765,230 shares of Common Stock set forth above. On November 14, 2014, the Company issued 125 convertible notes with a face value of $100,000 each (the "Convertible Notes") and 4,375,000 options (the "Options") to purchase 4,375,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") to SCM. On October 2, 2015, the Reporting Persons exercised 100% of the Options to purchase the Common Stock at a purchase price of A$2.5/USD 2.17 per share. Total purchase price of Common stock upon exercise of the Options was USD $9,505,781.25. The Convertible Notes are convertible at any time into shares of Common Stock. The conversion price for the Convertible Notes will initially be A$2.50 per share, subject to adjustment as further described in the Prospectus for Offering of Convertible Notes and Options, dated October 24, 2014 (the "Prospectus"). The number of shares of Common Stock to be issued upon conversion of the Convertible Notes is determined by dividing the face value of the Convertible Note converted (translated from US dollars into Australian dollars at the exchange rate fixed on the subscription date for the Convertible Note) by the conversion price in effect on the conversion date. Senrigan Capital Management Limited By: /s/ Nick Taylor Name: Nick Taylor Title: Director 2015-10-02 Senrigan Capital Group Limited By: /s/ Chris Nash Name: Chris Nash Title: Chief Operating Officer 2015-10-02 /s/ Nick Taylor 2015-10-02