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
TACTILE SYSTEMS TECHNOLOGY INC [ TCMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/02/2016 | ||||||||||||||||||||||||||
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 | 08/02/2016 | C | 2,742,337 | A | (1) | 2,742,337 | I | See footnote(2) | ||
Common Stock | 08/02/2016 | C | 2,001,296 | A | (3) | 2,001,296 | I | See footnote(4) | ||
Common Stock | 5,000 | D | ||||||||
Common Stock | 62,055 | I | See footnote(5) |
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 | ||||||||
Series A Preferred Stock | (1) | 08/02/2016 | C | 1,942,336 | (1) | (6) | Common Stock | 1,942,336 | (1) | 0 | I | See footnote(7)(8) | |||
Series B Preferred Stock | (3) | 08/02/2016 | C | 1,156,467 | (3) | (9) | Common Stock | 1,156,467 | (3) | 0 | I | See footnote(10)(8) |
Explanation of Responses: |
1. Each share of Series A Preferred Stock was convertible at any time at the option of the holder, and converted automatically into shares of the Issuer's Common Stock on a one for 1.027 basis in connection with the closing of the Issuer's initial public offering. In addition, the holder was entitled to receive additional shares of common stock equal to the original purchase price per share ($4.2301) divided by the price to the public of the shares of common stock issued in the Issuer's initial public offering. |
2. Includes 2,526,585 shares held of record by Galen Partners V, L.P. ("Galen V"), and 215,752 shares held of record by Galen Partners International V, L.P. ("Galen International V"). |
3. Each share of Series B Preferred Stock was convertible at any time at the option of the holder, and converted automatically into shares of the Issuer's Common Stock on a one-for one basis in connection with the closing of the Issuer's initial public offering. In addition, the holder was entitled to receive additional shares of common stock equal to the original purchase price per share ($3.8048) divided by the price to the public of the shares of common stock issued in the Issuer's initial public offering and these shares accrued a dividend that was payable-in-kind in shares of the Issuer's common stock. |
4. Includes 1,843,845 shares held of record by Galen V and 157,451 shares held of record by Galen International V. |
5. The shares are held of record by Galen Management, LLC ("Galen Management"). |
6. The securities did not have an expiration date. The securities converted automatically into shares of the Issuer's Common Stock in connection with the closing of the Issuer's initial public offering. |
7. Included 1,789,523 shares held of record by Galen Partners V, L.P. ("Galen V"), and 152,813 shares held of record by Galen Partners International V, L.P. ("Galen International V"). |
8. Galen Partners V, L.L.C. serves as the sole general partner of Galen V and Galen International V and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Each of the Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein. |
9. The securities did not have an expiration date. The securities converted automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering. |
10. Included 1,065,482 shares held of record by Galen V and 90,985 shares held of record by Galen International V. |
/s/ Jonathan R. Zimmerman, Attorney-in-Fact | 08/04/2016 | |
** 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. |