0001104659-18-009247.txt : 20180214 0001104659-18-009247.hdr.sgml : 20180214 20180214060944 ACCESSION NUMBER: 0001104659-18-009247 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171231 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Taylor Nicholas CENTRAL INDEX KEY: 0001627385 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54192 FILM NUMBER: 18606815 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 Management Ltd CENTRAL INDEX KEY: 0001539490 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54192 FILM NUMBER: 18606817 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 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: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54192 FILM NUMBER: 18606816 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 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 5 1 a5.xml 5 X0306 5 2017-12-31 0 0 1 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 Stock Options (right to buy) 2017-06-16 4 P 0 L 135000 A 2017-06-16 2022-06-15 Common Stock, par value $0.0001 per share 135000 135000 I See footnotes 8% Convertible Notes 2017-06-16 4 P 0 L 3000000 A 2022-06-15 Common Stock, par value $0.0001 per share 3000000 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 5 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." 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. On June 16, 2017, the Reporting Persons acquired 135,000 stock options ("Stock Options") which confers the right to subscribe for one share of Reva Medical, Inc. common stock at par value $0.0001 (the "Common Stock") at an exercise price of either: (i) $5.00, if the Stock Option is exercised before an IPO or a pre-IPO share sale with net proceeds to the issuer of greater than $25,000,000 ("Subsequent Financing"); or (ii) if the Stock Option is exercised after an IPO or Subsequent Financing has occurred, the greater of (A) the applicable Subsequent Financing Price or IPO Price (as the case may be), but in no event to exceed $7.212 and (B) $5.00. On June 16, 2017, the Reporting Persons acquired 30 convertible notes with a face value of $100,000 each (the "8.00% Convertible Notes") that are convertible at any time into shares of Common Stock. The conversion price for the 8.00% Convertible Notes will initially be $8.655 per share of common stock (or $0.8655 per CDI), subject to adjustment as further described in the Prospectus for Offering of Convertible Notes and Options dated April 24, 2017. The number of shares of Common Stock to be issued upon conversion of the 8.00% Convertible Notes is determined by dividing the face value of the 8.00% Convertible Note converted by the conversion price in effect on the conversion date. Consideration was paid jointly by the Reporting Persons for the 135,000 Stock Options and 30 8.00% Convertible Notes for total consideration of $3,000,000. The Reporting Persons may be deemed to beneficially own indirectly, an aggregate face value of $3,000,000 of the 8.00% Convertible Notes and 135,000 Stock Options by reason of the Reporting Persons' direct beneficial ownership of the 8.00% Convertible Notes and the Stock Options. Senrigan Capital Management Limited By: /s/ Nick Taylor Name: Nick Taylor Title: Director 2018-02-14 Senrigan Capital Group Limited By: /s/ Chris Nash Name: Chris Nash Title: Chief Operating Officer 2018-02-14 /s/ Nick Taylor 2018-02-14