FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REVA Medical, Inc. [ RVA:AX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 02/14/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock, par value $0.0001 per share | 07/07/2016 | J4 | 0(1)(2)(3)(4)(5)(6)(7)(8)(9) | A | (8)(9) | 6,219,271 | I | See footnotes | |||||||
Common Stock, par value $0.0001 per shar | 07/13/2016 | J4 | 0(1)(2)(3)(4)(5)(6)(7)(8)(9) | D | (8)(9) | 6,219,271 | I | See footnotes |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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 5 ("the Subject Securities"). Collectively, these are the "Reporting Persons." |
2. 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"). |
3. 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). |
4. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. |
5. 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, as at 31 December 2015, the Reporting Persons held 57,652,301 CDIs, which translate into the 5,765,230 shares of Common Stock. |
6. 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. |
7. 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. |
8. On 7 July 2016, an institutional seller of 5,874,385 CDIs (see footnote 5 for explanation of CDI) executed a block trade with the Reporting Persons outside the market at a price of .98 AUD. At the prior request and agreement with the Company's senior management and members of the board of directors, on 13 July 2016 the Reporting Persons allocated 1,333,980 of the block trade CDIs to Ann Keating, Robert Thomas, Regina Groves, Robert Stockman, Gorden Nye, and Ross Breckenridge, their families and affiliated entities at a price of .98 AUD, resulting in no gain or loss from the transaction. |
9. The Reporting Persons carried all costs, fees and commissions associated with the 13 July allocation, resulting in a net loss to the Reporting Persons of 1,307 AUD. As a result of the block trade and allocation, the Reporting Persons purchased a net 4,540,405 CDI shares of the Company and as at December 31, 2016 therefore had total CDI holdings of 62,192,706 in the Company (equivalent to 6,219,271 Common Stock). |
Senrigan Capital Management Limited By: /s/ Nick Taylor Name: Nick Taylor Title: Director | 02/14/2017 | |
Senrigan Capital Group Limited By: /s/ Chris Nash Name: Chris Nash Title: Chief Operating Officer | 02/14/2017 | |
/s/ Nick Taylor | 02/14/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |