-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R3JDROlP7v9g1Qa/u4xX6qllDB/DfUfa423KENlhwtYHyjB/lolcyP6l2ODLD6sd efhqjVTtNV38cHFHlWQQrA== 0001047469-99-005367.txt : 19990215 0001047469-99-005367.hdr.sgml : 19990215 ACCESSION NUMBER: 0001047469-99-005367 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERCLOSE INC CENTRAL INDEX KEY: 0000934438 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943154669 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-49805 FILM NUMBER: 99535708 BUSINESS ADDRESS: STREET 1: 199 JEFFERSON DR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4154733100 MAIL ADDRESS: STREET 1: 199 JEFFERSON DR CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPSON JOHN B PH D MD CENTRAL INDEX KEY: 0001007708 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 309 MANUELLA ROAD CITY: WOODSIDE STATE: CA ZIP: 95062 BUSINESS PHONE: 4158519470 MAIL ADDRESS: STREET 1: 309 MANUELLLA ROAD CITY: WOODSIDE STATE: CA ZIP: 95063 SC 13G/A 1 SCHEDULE 13G/A --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response... 14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. THREE)* Perclose, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 71361C 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 1998 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1745 (3-98) Page 1 of 5 pages CUSIP No. 71361C 10 7 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. John B. Simpson, M.D., Ph.D. I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 85,761 Shares Bene- ---------------------------------------------------------------- ficially 6. Shared Voting Power 1,737,437 Owned by Each ---------------------------------------------------------------- Reporting 7. Sole Dispositive Power 85,761 Person With: ---------------------------------------------------------------- 8. Shared Dispositive Power 1,737,437 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,823,198 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 16.8% (based on 10,820,588 shares of Common Stock outstanding as of December 31, 1998) - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Page 2 of 5 pages ITEM 1. (a) Name of Issuer Perclose, Inc. (b) Address of Issuer's Principal Executive Offices 199 Jefferson Drive, Menlo Park, CA 94025 ITEM 2. (a) Name of Person Filing John B. Simpson, M.D., Ph.D. (b) Address of Principal Business Office or, if none, Residence 309 Manuella Road, Woodside, CA 95063 (c) Citizenship U.S.A. (d) Title of Class of Securities Common Stock (e) CUSIP Number 71361C 10 7 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) / / Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) / / Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) / / An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) / / A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) / / A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) / / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). N/A -- The reporting person acquired all its shares prior to the registration of the Issuer's shares pursuant to Section 12 of the Securities Exchange Act of 1934, as amended; therefore, this filing is pursuant to Rule 13d-1(c). ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,823,198 (b) Percent of class: 16.8% (based on 10,820,588 shares of Common Stock outstanding as of December 31, 1998) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 85,761 (ii) Shared power to vote or to direct the vote: 1,737,437 (iii) Sole power to dispose or to direct the disposition of: 85,761 (iv) Shared power to dispose or to direct the disposition of: 1,737,437 Page 3 of 5 pages The above described shares consist of (i) 1,332,143 shares held by the Simpson Family Trust over which Dr. Simpson and his wife hold voting and dispositive control, (ii) 396,294 shares held by Fox Hollow, Ltd., of which Dr. Simpson is a general partner, (iii) 49,200 shares held by Dr. Simpson as Custodian for John David Simpson over which Dr. Simpson holds voting and dispositive control, (iv) 9,000 shares held in the name of Dr. Simpson's wife over which Dr. Simpson and his wife hold voting and dispositive control and (v) 36,561 shares subject to outstanding vested options within 60 days after December 31, 1998. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following / /. INSTRUCTION: Dissolution of a group requires a response to this item. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable Page 4 of 5 pages ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set in this statement is true, complete and correct. February 13, 1999 ---------------------------------------- Date /s/ Garrett C. McGonigal ---------------------------------------- Signature Garrett C. McGonigal, Attorney-in-Fact ---------------------------------------- Name/Title Page 5 of 5 pages -----END PRIVACY-ENHANCED MESSAGE-----