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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5 |
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Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person
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Chambon Philippe O. |
2. Issuer Name
and
Ticker or Trading Symbol
NxStage Medical, Inc. [ NXTM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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NEW YORK, NY 10036 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person |
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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. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 8/31/2011 | S | 57480 (2) | D | $18.469 | 2102914 (3) | I | See footnotes (1) (3) | ||
| Common Stock | 9/1/2011 | S | 2085 (4) | D | $18.5178 | 2100829 (5) | I | See footnotes (1) (5) | ||
| Common Stock | 9/1/2011 | X | 112862 (6) | A | $5.5 | 2213691 (7) | I | See footnotes (1) (7) | ||
| Common Stock | 9/1/2011 | S | 34892 (6) | D | $17.792 | 2178799 (7) | I | See footnotes (1) (7) | ||
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Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 | ||||||||
| Warrants (right to buy) | $5.5 | 9/1/2011 | X | 112862 (6) | 5/22/2008 | 5/22/2013 | Common Stock | 112862 (6) | $ 0 | 85964 (8) | I | See footnotes (1) (6) | |||
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Reporting Owners
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| Reporting Owner Name / Address |
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| Director | 10% Owner | Officer | Other | ||
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Chambon Philippe O.
C/O NEW LEAF VENTURE PARTNERS 7 TIMES SQUARE, SUITE 3502 NEW YORK, NY 10036 |
X |
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Signatures
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| /s/ Craig L. Slutzkin as Attorney-in-fact for Philippe Chambon | 9/2/2011 | |
| ** Signature of Reporting Person |
Date
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| 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 control number. | |
(1) Dr. Philippe Chambon ("Chambon"), in his capacity as a member of the investment
committees of DLJCC (as defined below) and of DLJLBO (as defined below), may be deemed to
beneficially own the shares as to which this Form 4 relates. Dr. Chambon disclaims beneficial
ownership of such shares except to the extent of his pecuniary interest therein.
Sprout Capital IX, L.P. ("Sprout IX"), Sprout Capital VIII, L.P. ("Sprout VIII"), Sprout
Capital VII, L.P. ("Sprout VII"), Sprout CEO Fund, L.P. ("Sprout CEO"), Sprout Entrepreneurs
Fund, L.P. ("Sprout Entrepreneurs"), Sprout IX Plan Investors, L.P. ("IX Plan"), Sprout Plan
Investors, L.P. ("Plan Investors"), Sprout Venture Capital, L.P. ("Sprout Venture") and DLJ
ESC II, L.P. ("ESC II") are Delaware limited partnerships which make investments for long
term appreciation. DLJ Capital Corporation ("DLJCC"), a Delaware corporation acts as a
venture capital partnership management company. DLJCC is also the general partner of Sprout
CEO, Sprout Entrepreneurs and Sprout Venture. DLJCC is also the managing general partner of
Sprout IX, Sprout VIII, Sprout VII and, as such, is responsible for their day-to-day
management. DLJCC makes all of the investment decisions on behalf of Sprout IX, Sprout VIII,
Sprout VII, Sprout CEO, Sprout Entrepreneurs and Sprout Venture. DLJ Associates IX, L.P.
("Associates IX"), a Delaware limited partnership, is a general partner of Sprout IX and in
accordance with the terms of the relevant partnership agreement, does not participate in
investment decisions made on behalf of Sprout IX. DLJ Capital Associates IX, Inc. ("DLJCA
IX"), a Delaware corporation, is the managing general partner of Associates IX. DLJ
Associates VIII, L.P. ("Associates VIII"), a Delaware limited partnership, is a general
partner of Sprout VIII and in accordance with the terms of the relevant partnership
agreement, does not participate in investment decisions made on behalf of Sprout VIII. DLJ
Capital Associates VIII, Inc. ("DLJCA VIII"), a Delaware corporation, is the managing general
partner of Associates VIII. DLJ Associates VII, L.P. ("Associates VII"), a Delaware limited
partnership, is a general partner of Sprout VII and in accordance with the terms of the
relevant partnership agreement, does not participate in investment decisions made on behalf
of Sprout VII. DLJ Capital Associates VII, Inc. ("DLJCA VII"), a Delaware corporation, is the
managing general partner of Associates VII. Dr. Chambon is a limited partner of Associates
IX, Associates VIII and Associates VII. DLJ LBO Plans Management Corporation II ("DLJLBO"), a
Delaware corporation, is the general partner of IX Plan and Plan Investors and, as such, is
responsible for each of their day-to-day management. DLJLBO makes all of the investment
decisions on behalf of IX Plan and Plan Investors.
(2) Includes (i) 18,964 shares of Common Stock sold by Sprout ESC II, (ii) 4,477 shares of
common Stock sold by DLJCC, (iii) 2,705 shares of Common Stock sold by Sprout CEO, (iv) 2,643
shares of Common Stock sold by Plan Investors, (v) 17,709 shares of Common Stock sold by
Sprout Venture, (vi) 850 shares of Common Stock sold by Sprout Entrepreneurs and (vii) 10,132
shares of Common Stock sold by IX Plan.
(3) Includes (i) 387,515 shares of Common Stock held directly by Sprout VIII, (ii) 2,598
shares of Common Stock held directly by Sprout CEO, (iii) 23,259 shares of Common Stock held
directly by Plan Investors, (iv) 51,714 shares of Common Stock held directly by Sprout
Venture, (v) 55,379 shares of Common Stock held directly by ESC II, (vi) 1,419,013 shares of
Common Stock held directly by Sprout IX, (vii) 7,481 shares of Common Stock held directly by
Sprout Entrepreneurs, (viii) 89,166 shares of Common Stock held directly by IX Plan, (ix)
13,077 shares of Common Stock held directly by DLJCC and (x)53,712 shares of Common Stock
held directly by Chambon.
(4) Includes (i) 1,587 shares of Common Stock sold by Sprout CEO and (ii) 498 shares of
Common Stock sold by Sprout Entrepreneurs.
(5) Includes (i) 387,515 shares of Common Stock held directly by Sprout VIII, (ii) 1,011
shares of Common Stock held directly by Sprout CEO, (iii) 23,259 shares of Common Stock held
directly by Plan Investors, (iv) 51,714 shares of Common Stock held directly by Sprout
Venture, (v) 55,379 shares of Common Stock held directly by ESC II, (vi) 1,419,013 shares of
Common Stock held directly by Sprout IX, (vii) 6,983 shares of Common Stock held directly by
Sprout Entrepreneurs, (viii) 89,166 shares of Common Stock held directly by IX Plan, (ix)
13,077 shares of Common Stock held directly by DLJCC and (x)53,712 shares of Common Stock
held directly by Chambon.
(6) Represents (i) 4,694 warrants exercised by DLJCC for 3,242 shares of Common Stock, (ii)
28,774 warrants exercised by Sprout VII for 19,879 shares of Common Stock, (iii) 73,040
warrants exercised by Sprout VIII for 50,461 shares of Common Stock, (iv) 335 warrants
exercised by Sprout CEO for 231 shares of Common Stock, (v) 1,635 warrants exercised by Plan
Investors for 1,129 shares of Common Stock and (vi) 4,384 warrants exercised by Sprout
Venture for 3,028 shares of Common Stock.
(7) Includes (i) 437,976 shares of Common Stock held directly by Sprout VIII, (ii) 1,242
shares of Common Stock held directly by Sprout CEO, (iii) 24,388 shares of Common Stock held
directly by Plan Investors, (iv) 54,742 shares of Common Stock held directly by Sprout
Venture, (v) 55,379 shares of Common Stock held directly by ESC II, (vi) 1,419,013 shares of
Common Stock held directly by Sprout IX, (vii) 6,983 shares of Common Stock held directly by
Sprout Entrepreneurs, (viii) 89,166 shares of Common Stock held directly by IX Plan, (ix)
16,319 shares of Common Stock held directly by DLJCC, (x) 19,879 shares of Common Stock held
directly by Sprout VII and (xi) 53,712 shares of Common Stock held directly by Chambon.
(8) Represents warrants held by Sprout Entrepreneurs, Sprout IX and IX Plan.