0001628280-19-004177.txt : 20190410 0001628280-19-004177.hdr.sgml : 20190410 20190410215809 ACCESSION NUMBER: 0001628280-19-004177 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190408 FILED AS OF DATE: 20190410 DATE AS OF CHANGE: 20190410 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO. CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38847 FILM NUMBER: 19742732 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS & CO DATE OF NAME CHANGE: 19940901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38847 FILM NUMBER: 19742733 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landy Joseph P. CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38847 FILM NUMBER: 19742734 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: LANDY JOSEPH DATE OF NAME CHANGE: 20030225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Silk Road Medical Inc CENTRAL INDEX KEY: 0001397702 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 208777622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1213 INNSBRUCK DR. CITY: SUNNYVALE STATE: CA ZIP: 94089-2918 BUSINESS PHONE: 6505669060 MAIL ADDRESS: STREET 1: 1213 INNSBRUCK DR. CITY: SUNNYVALE STATE: CA ZIP: 94089-2918 4 1 wf-form4_155494787346008.xml FORM 4 X0306 4 2019-04-08 0 0001397702 Silk Road Medical Inc SILK 0000929408 WARBURG PINCUS & CO. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock 2019-04-08 4 C 0 13079728 A 13099629 D Common Stock 2019-04-08 4 S 0 900000 20 D 12199629 D Series B Preferred Stock 2019-04-08 4 C 0 5637492 0 D Common Stock 5637492.0 0 D Series C Preferred Stock 2019-04-08 4 C 0 5904180 0 D Common Stock 5904180.0 0 D Series C Preferred Stock Warrant (Right to buy) 6.11 2019-04-08 4 X 0 1071902 0 D 2022-08-07 Common Stock 1071902.0 0 D Series C Preferred Stock Warrant (Right to buy) 6.11 2019-04-08 4 X 0 1074072 0 D 2023-10-13 Common Stock 1074072.0 0 D Series C Preferred Stock Warrant (Right to buy) 6.11 2019-04-08 4 X 0 34291 0 D 2022-08-07 Common Stock 34291.0 0 D Series C Preferred Stock Warrant (Right to buy) 6.11 2019-04-08 4 X 0 34361 0 D 2023-10-13 Common Stock 34361.0 0 D Series C Preferred Stock 2019-04-08 4 X 0 2145974 0 A Common Stock 2145974.0 2145974 D Series C Preferred Stock 2019-04-08 4 X 0 68652 0 A Common Stock 68652.0 68652 D Series C Preferred Stock 2019-04-08 4 J 0 655596 0 D Common Stock 655596.0 1490378 D Series C Preferred Stock 2019-04-08 4 J 0 20974 0 D Common Stock 20974.0 47678 D Series C Preferred Stock 2019-04-08 4 C 0 1538056 0 D Common Stock 1538056.0 0 D The Series B Preferred Stock and Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. 12,693,546 of these shares are held by WP X Finance, L.P. ("WP X Finance") and 406,083 of these shares are held by Warburg Pincus X Partners, L.P. ("WPXP"). The total of 13,099,629 shares beneficially owned is comprised of (i) 19,901 shares of Common Stock held prior to the date hereof (ii) 5,637,492 shares of Common Stock issued upon conversion of Series B Preferred Stock held prior to the date hereof, (iii) 5,904,180 shares of Common Stock issued upon conversion of Series C Preferred Stock held prior to the date hereof, and (iv) 1,538,056 shares of Common Stock issued upon conversion of Series C Preferred Stock issued pursuant to the net exercise of warrants, as detailed in footnotes (9), (12), (13) and (15). WPX GP, L.P., a Delaware limited partnership ("WPX GP"), is the managing general partner of WP X Finance. Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), is the general partner of WPX GP. Warburg Pincus X, L.P., a Delaware limited partnership ("WPX LP"), is the general partner of WPX and WPXP. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WPX LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP LP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. (continuation from footnote 3) Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and may each be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities. 872,100 shares were sold by WP X Finance, and 27,900 shares were sold by WPXP, each in connection with the exercise of the underwriter's overallotment option pursuant to the Issuer's initial public offering of Common Stock. 11,821,446 of these shares are held by WP X Finance and 378,183 of these shares are held by WPXP. 5,462,731 of these shares are held by WP X Finance and 174,761 of these shares are held by WPXP. 5,721,152 of these shares are held by WP X Finance and 183,028 of these shares are held by WPXP. WP X Finance exercised a warrant to purchase 1,071,902 shares of the Issuer's Series C Preferred Stock at a per share exercise price of $6.11. WP X Finance paid the exercise price on a cashless basis, resulting in the Issuer withholding 327,467 of the warrant shares to pay the exercise price and issued to WP X Finance the remaining 744,435 shares. All of the shares subject to the warrant are fully exercisable as of the date hereof. This warrant is held by WP X Finance. WP X Finance exercised a warrant to purchase 1,074,072 shares of the Issuer's Series C Preferred Stock at a per share exercise price of $6.11. WP X Finance paid the exercise price on a cashless basis, resulting in the Issuer withholding 328,129 of the warrant shares to pay the exercise price and issued to WP X Finance the remaining 745,943 shares. WPXP exercised a warrant to purchase 34,291 shares of the Issuer's Series C Preferred Stock at a per share exercise price of $6.11. WPXP paid the exercise price on a cashless basis, resulting in the Issuer withholding 10,476 of the warrant shares to pay the exercise price and issued to WPXP the remaining 23,815 shares. This warrant is held by WPXP. WPXP exercised a warrant to purchase 34,361 shares of the Issuer's Series C Preferred Stock at a per share exercise price of $6.11. WPXP paid the exercise price on a cashless basis, resulting in the Issuer withholding 10,498 of the warrant shares to pay the exercise price and issued to WPXP the remaining 23,863 shares. These shares are held by WP X Finance. These shares are held by WPXP. These shares are comprised of 327,467 shares and 328,129 shares withheld by the Issuer pursuant to the net exercise of warrants, as detailed in footnotes (9) and (12). These shares are comprised of 10,476 shares and 10,498 shares withheld by the Issuer pursuant to the net exercise of warrants, as detailed in footnotes (13) and (15). Prior to conversion to Common Stock, these shares are comprised of 1,490,378 shares held by WPX Finance and 47,678 shares held by WPXP. Due to a 10-filer limitation, this is the second of two Forms 4 filed by entities and individuals related to WP X Finance, L.P. See Exhibit 99.1 2019-04-10 EX-99 2 exhibit9912.htm EXHIBIT 99.1 Exhibit

Exhibit 99.1
Signatures of Reporting Persons
WP X FINANCE, L.P.
 
 
 
 
By: WPX GP, L.P., its managing general partner
 
 
 
 
By: Warburg Pincus Private Equity X, L.P., its general partner
 
 
 
 
By: Warburg Pincus X, L.P., its general partner
 
 
 
 
By: Warburg Pincus X GP L.P., its general partner
 
 
 
 
By: WPP GP LLC, its general partner
 
 
 
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss
 
 
Title: Partner
 
 


WPX GP, L.P.
 
 
 
 
By: Warburg Pincus Private Equity X, L.P., its general partner
 
 
 
 
By: Warburg Pincus X, L.P., its general partner
 
 
 
 
By: Warburg Pincus X GP L.P., its general partner
 
 
 
 
By: WPP GP LLC, its general partner
 
 
 
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss
 
 
Title: Partner
 
 
 
 
 
 
 
 
 
 
WARBURG PINCUS PRIVATE EQUITY X, L.P.
 
 
 
 
By: Warburg Pincus X, L.P., its general partner
 
 
 
 
By: Warburg Pincus X GP L.P., its general partner
 
 
 
 
By: WPP GP LLC, its general partner
 
 
 
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss
 
 
Title: Partner
 
 


WARBURG PINCUS X PARTNERS, L.P.
 
 
 
 
By: Warburg Pincus X, L.P., its general partner
 
 
 
 
By: Warburg Pincus X GP L.P., its general partner
 
 
 
 
By: WPP GP LLC, its general partner
 
 
 
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss
 
 
Title: Partner
 
 
WARBURG PINCUS X, L.P.
 
 
 
 
By: Warburg Pincus X GP L.P., its general partner
 
 
 
 
By: WPP GP LLC, its general partner
 
 
 
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss
 
 
Title: Partner
 
 


WARBURG PINCUS X GP L.P.
 
 
 
 
By: WPP GP LLC, its general partner
 
 
 
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss
 
 
Title: Partner
 
 
WPP GP LLC
 
 
 
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss
 
 
Title: Partner
 
 


WARBURG PINCUS PARTNERS, L.P.
 
 
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss
 
 
Title: Partner
 
 
WARBURG PINCUS PARTNERS GP LLC
 
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss
 
 
Title: Partner
 
 
WARBURG PINCUS & CO.
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss
 
 
Title: Partner
 
 
CHARLES R. KAYE
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss, attorney-in-fact*


JOSEPH P. LANDY
 
 
 
 
By:
/s/ Robert B. Knauss
 
4/10/2019
**Signature of Reporting Person
 
Date
 
 
 
 
Name: Robert B. Knauss, attorney-in-fact*
*    The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by WP LLC with respect to WEX Inc. and is hereby incorporated by reference.