FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VIVEVE MEDICAL, INC. [ PLCSD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/23/2014 | ||||||||||||||||||||||||||
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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/23/2014 | J(1) | 1,642,528 | A | (1) | 1,642,528 | I | See Footnote(2)(3) | ||
Common Stock | 09/23/2014 | P | 5,017,677(4) | A | $0.53 | 6,660,205 | I | See Footnote(2)(3) | ||
Common Stock | 09/23/2014 | J(5) | 64,811 | A | (5) | 64,811 | I | See Footnote(6)(3) | ||
Common Stock | 09/23/2014 | P | 197,987(7) | A | $0.53 | 262,798 | I | See Footnote(6)(3) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Received in exchange for 134,685,584 Series A Preferred shares, 69,362,763 Series B Preferred shares and the cancellation of promissory notes and warrants in the aggregate amount of $3,313,198.99 of Viveve Inc. in connection with the merger of Viveve Inc. into PLC Systems Inc. (now Viveve Medical Inc.). |
2. Shares directly beneficially owned by 5AM Ventures II, L.P. |
3. 5AM Partners II, LLC is the general partner of 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. and may be deemed to have sole voting and investment power over the shares beneficially owned by 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. Dr. John Diekman, Andrew Schwab and Dr. Scott Rocklage, the managing members of 5AM Partners II, LLC, and Mark Colella, an assignee of 5AM Partners II, LLC, may be deemed to have shared voting and investment power over the shares beneficially owned by 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. Each of 5AM Partners II, LLC, Dr. Diekman, Mr. Schwab, Dr. Rocklage and Mr. Colella disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. |
4. Includes 933,544 shares issued upon conversion of a convertible promissory note issued by Viveve, Inc. in aggregate principal and interest amount of $494,778.44 at a conversion price of $0.53 per share |
5. Received in exchange for 5,314,393 Series A Preferred shares, 2,736,911 Series B Preferred shares and the cancellation of promissory notes and warrants in the aggregate amount of $130,731.94 of Viveve Inc. in connection with the merger of Viveve Inc. into PLC Systems Inc. (now Viveve Medical Inc.). |
6. Shares directly beneficially owned by 5AM Co-Investors II, L.P. |
7. Includes 36,836 shares issued upon conversion of a convertible promissory note issue by Viveve, Inc. in aggregate principal and interest amount of $19,522.93 at a conversion price of $0.53 per share. |
/s/ Mark Colella | 09/25/2014 | |
** 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. |