0001140361-15-020806.txt : 20150518 0001140361-15-020806.hdr.sgml : 20150518 20150518212539 ACCESSION NUMBER: 0001140361-15-020806 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150512 FILED AS OF DATE: 20150518 DATE AS OF CHANGE: 20150518 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HANSEN MEDICAL INC CENTRAL INDEX KEY: 0001276591 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 EAST MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650 404 5800 MAIL ADDRESS: STREET 1: 800 EAST MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oracle Associates LLC CENTRAL INDEX KEY: 0001317217 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33151 FILM NUMBER: 15874921 BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVENUE, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-1660 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORACLE PARTNERS LP CENTRAL INDEX KEY: 0000941901 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33151 FILM NUMBER: 15874922 BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVE STREET 2: 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 862-7980 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE STREET 2: 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33151 FILM NUMBER: 15874923 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 4/A 1 doc1.xml FORM 4/A X0306 4/A 2015-05-12 2015-05-14 0 0001276591 HANSEN MEDICAL INC HNSN 0000926475 FEINBERG LARRY N C/O ORACLE INVESTMENT MANAGEMENT, INC. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000941901 ORACLE PARTNERS LP C/O ORACLE INVESTMENT MANAGEMENT, INC. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001317217 Oracle Associates LLC C/O ORACLE INVESTMENT MANAGEMENT, INC. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.0001 per share 226598 D Common Stock, par value $0.0001 per share 2015-05-12 4 P 0 12593473 0.65 A 30907331 I See footnotes Common Stock, par value $0.0001 per share 2015-05-12 4 P 0 3935205 0.65 A 8543784 I See footnotes Common Stock, par value $0.0001 per share 2015-05-12 4 P 0 2361532 0.65 A 4928478 I See footnotes Common Stock, par value $0.0001 per share 39500 I See footnotes Common Stock, par value $0.0001 per share 190500 I See footnotes Series D Warrant 1.13 2015-02-11 2019-08-11 Common Stock 1431983 1431983 I See footnotes Series D Warrant 1.13 2015-02-11 2019-08-11 Common Stock 360350 360350 I See footnotes Series D Warrant 1.13 2015-02-11 2019-08-11 Common Stock 200712 200712 I See footnotes Series E Warrant .975 2015-05-12 4 J 0 12308000 A 2015-03-11 2017-03-11 Common Stock 12308000 12308000 I See footnotes Series E Warrant .975 2015-05-12 4 J 0 3846000 A 2015-03-11 2017-03-11 Common Stock 3846000 3846000 I See footnotes Series E Warrant .975 2015-05-12 4 J 0 2308000 A 2015-03-11 2017-03-11 Common Stock 2308000 2308000 I See footnotes See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 This Form 4/A amends the Form 4 filed by the Reporting Persons on May 14, 2015 to make a minor correction to the reported number of shares acquired upon the conversion of the Company's Series A Convertible Participating Preferred Stock, par value $0.0001 per share, as described in Footnote 6 hereto. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information and Signatures /s/ Larry Feinberg 2015-05-18 EX-99.1 2 f14489930a.htm EXPLANATION OF RESPONSES
Designated Filer:
FEINBERG LARRY N
Issuer & Ticker Symbol:
Hansen Medical, Inc. [HNSN]
Date of Event Requiring Statement:
May 12, 2015
 
 
Explanation of Responses
(1)
These securities are owned by Oracle Partners, L.P. (“Oracle Partners”).
(2)
These securities are owned by Oracle Ten Fund Master, L.P. (“Oracle Ten Fund”).
(3)
These securities are owned by Oracle Institutional Partners, L.P. (“Institutional Partners,” and, collectively with Oracle Partners and Oracle Ten Fund, the “Oracle Entities”).
(4)
These securities are owned by The Feinberg Family Foundation (the “Foundation”).
(5)
These securities are owned by Oracle Investment Management, Inc. Employees’ Retirement Plan (the “Retirement Plan”).
(6)
Pursuant to that certain Securities Purchase Agreement, dated March 9, 2015, by and among the Company, the Oracle Entities and the other purchasers identified in Exhibit A thereto, on March 11, 2015, (i) Oracle Partners received 12,308 shares of Series A Convertible Participating Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”) and 12,308,000 Series E warrants to purchase shares of Common Stock (“Series E Warrants”) at an aggregate purchase price of $8,000,200.00, (ii) Oracle Ten Fund received 3,846 shares of Series A Preferred Stock and 3,846,000 Series E Warrants at an aggregate purchase price of $2,499,900.00, and (iii) Institutional Partners received 2,308 shares of Series A Preferred Stock and 2,308,000 Series E Warrants at an aggregate purchase price of $1,500,200.00.  Following requisite stockholder approval at the 2015 annual meeting of the Company on May 12, 2015, all outstanding shares of the Company’s Series A Preferred Stock, including those held by the Oracle Entities, were converted into shares of the Company’s Common Stock, par value $0.0001 per share, at a conversion price of $0.65 per share.
(7)
Following requisite stockholder approval at the 2015 annual meeting of the Company on May 12, 2015, the Series E Warrants held by the Oracle Entities became exercisable in full at a per share exercise price equal to $0.975.  The Series E Warrants are exercisable, in whole or in part, at the option of the holder, at any time and from time to time from March 11, 2015 to March 11, 2017.
(8)
Oracle Associates, LLC serves as the general partner of Oracle Partners, Oracle Ten Fund and Institutional Partners, and accordingly, may be deemed to be the indirect beneficial owner of the shares beneficially owned by Oracle Partners, Oracle Ten Fund and Institutional Partners. Mr. Feinberg serves as the managing member of Oracle Associates, LLC, and accordingly, may be deemed to be the indirect beneficial owner of the shares beneficially owned by Oracle Partners, Oracle Ten Fund and Institutional Partners.  Mr. Feinberg is the sole shareholder, director and president of Oracle Investment Management, Inc., which serves as investment manager to Oracle Ten Fund and the Retirement Plan, and accordingly, may be deemed to be the beneficial owner of the shares beneficially owned by Oracle Ten Fund and the Retirement Plan.  Mr. Feinberg is the trustee of the Foundation and has the sole power to direct the voting and disposition of the shares held by the Foundation and accordingly, may be deemed to be the indirect beneficial owner of the shares beneficially owned by the Foundation.  The foregoing is not an admission by Mr. Feinberg or Oracle Associates that it is the beneficial owner of the shares referenced herein and each disclaims beneficial ownership of all such shares except to the extent of his or its pecuniary interest therein.
EX-99.2 3 f14489930b.htm JOINT FILER INFORMATION AND SIGNATURES
Designated Filer:
FEINBERG LARRY N
Issuer & Ticker Symbol:
Hansen Medical, Inc. [HNSN]
Date of Event Requiring Statement:
May 12, 2015
 
 

Joint Filer Information and Signatures

Joint Filers:
    
1.Name:
Address:
Oracle Partners, L.P.
c/o Oracle Investment Management, Inc., 200 Greenwich Avenue, Greenwich CT 06830
  
 
 
ORACLE PARTNERS, L.P.
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By:  /s/ Larry N. Feinberg                                       
    Name:  Larry N. Feinberg
   Title:    Managing Member
 
 
 
 
 
 
 
 
May 18, 2015
Date
2.Name:
Address:
Oracle Associates, LLC
c/o Oracle Investment Management, Inc., 200 Greenwich Avenue, Greenwich CT 06830
  
 
 
ORACLE ASSOCIATES, LLC
 
 
 
By:  /s/ Larry N. Feinberg                                       
    Name:  Larry N. Feinberg
   Title:    Managing Member
 
 
 
 
 
May 18, 2015
Date