CUSIP No. 81727U105
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13D
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Page 1 of 5 pages
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1
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NAMES OF REPORTING PERSONS
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PHC Holdings Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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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)
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WC
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5
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CHECK BOX 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
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Japan
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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
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68,300,652
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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68,300,652
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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68,300,652
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12
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CHECK BOX 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)
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24.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. 81727U105
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13D
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Page 2 of 5 pages
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Item 1.
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Security and Issuer.
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Item 2. |
Identity and Background.
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(a) |
This Schedule 13D is being filed by PHC Holdings Corporation, a Japan corporation (“PHC Holdings” or the “Reporting Person”).
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(b) |
The address of the business office of PHC Holdings is: 2-38-5 Nishishimbashi, Minato-ku, Tokyo, 105-8433 Japan
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(c) |
PHC Holdings is engaged in the business of research, design, development, manufacturing and distribution of medical devices.
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(d)-(e) |
During the last five years, neither the Reporting Person nor, to the best of knowledge of the Reporting Person, any of the Related Persons (as defined below), (i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f) |
PHC Holdings is organized under the laws of Japan.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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CUSIP No. 81727U105
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13D
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Page 3 of 5 pages
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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CUSIP No. 81727U105
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13D
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Page 4 of 5 pages
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(e) |
Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Materials to be Filed as Exhibits
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Exhibit
Number
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Description
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Resale Registration Rights Agreement by and between the Issuer and PHC Holdings Corporation (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on August 31, 2020).
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CUSIP No. 81727U105
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13D
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Page 5 of 5 pages
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PHC HOLDINGS CORPORATION
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By:
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/s/ Ryuichi Hirashima
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Name: Ryuichi Hirashima
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Title: Chief Strategy Officer
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Name
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Principal Occupation
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Michael Kloss
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President, Chief Executive Officer of PHC Holdings Corporation
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Shoji Miyazaki
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Executive Vice President, Chief Operating Officer of PHC Holdings Corporation
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Hirofumi Hirano
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President, KKR Japan Limited
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Eiji Yatagawa
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Partner, KKR Japan Limited
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Hidekazu Tanaka
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General Manager, Healthcare Business Division, Healthcare & Service Business Unit of Mitsui & Co., Ltd.
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Koichiro Sato
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General Manager, Healthcare Business 3rd Department, Healthcare & Service Business Unit of Mitsui & Co., Ltd.
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Tatsunobu Fukushima
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General Manager, Corporate Planning Department, Life Science Institute, Inc.
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