Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
LENSAR, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
52634L108 (CUSIP Number) |
Todd B. Hammer North Run Capital, LP , 867 Boylston Street, 5th Floor #1361 Boston, MA, 02116 0000000000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 52634L108 |
| 1 |
Name of reporting person
North Run Capital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,100,592.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 52634L108 |
| 1 |
Name of reporting person
North Run Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,100,592.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 52634L108 |
| 1 |
Name of reporting person
NR-GRI Partners, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,307,692.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
51.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 52634L108 |
| 1 |
Name of reporting person
NR-GRI Partners GP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,307,692.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
51.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 52634L108 |
| 1 |
Name of reporting person
ELLIS THOMAS B | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,535,938.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 52634L108 |
| 1 |
Name of reporting person
HAMMER TODD B | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,535,938.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
|
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
LENSAR, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2800 DISCOVERY DRIVE SUITE 100, ORLANDO,
FLORIDA
, 32826. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1" amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on May 19, 2023 (the "Original Schedule 13D" and the Original Schedule 13D as amended, the "Schedule 13D"). This Amendment No. 1 amends and supplements Items 4, 5 and 6 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented to add the following at the end thereof:On March 23, 2025, concurrent with the execution of an Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Alcon Research, LLC ("Parent") and its wholly owned subsidiary VMI Option Merger Sub, Inc. ("Merger Sub"), the Reporting Persons entered into a Voting Agreement with Parent (the "Voting Agreement") providing that, among other things, subject to the terms and conditions set forth therein, such signatories will support the merger of Merger Sub with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger") and the transactions contemplated by the Merger Agreement, including by voting their voting securities to adopt the Merger Agreement. The Voting Agreement is subject to termination rights, limitations, and cut-backs, in each case as further described in the Voting Agreement.The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, which is referenced as Exhibit 99.6 hereto and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated in its entirety to read as follows:The aggregate percentage of shares reported owned by each person named herein is based upon 11,789,492 shares of common stock ("Shares") outstanding as of January 31, 2025, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 27, 2025, and assumes the exercise of the reported stock options and Warrants and/or the conversion of the Series A Preferred.As of the date hereof, North Run Capital, LP ("North Run LP") directly beneficially owns 1,100,592 Shares, constituting approximately 9.3% of the Shares outstanding.North Run Advisors, LLC ("North Run Advisors"), as the general partner of North Run LP, may be deemed to beneficially own the 1,100,592 Shares beneficially owned by North Run LP, constituting approximately 9.3% of the Shares outstanding.As of the date hereof, NR-GRI Partners, LP ("NR-GRI LP") directly beneficially owns 12,307,692 Shares, which are issuable upon exercise of the Warrants and/or conversion of the Series A Preferred, constituting 51.1% of the Shares outstanding.NR-GRI Partners GP, LLC ("NR-GRI GP"), as the general partner of NR-GRI LP, may be deemed to beneficially own the 12,307,692 Shares beneficially owned by NR-GRI LP that are issuable upon exercise of the Warrants and/or conversion of the Series A Preferred, constituting approximately 51.1% of the Shares outstanding..Each of Mr. Hammer and Mr. Ellis, as the sole members of NR-GRI GP and North Run Advisors, may be deemed to beneficially own (i) the 1,100,592 Shares beneficially owned by North Run LP, (ii) the 12,307,692 Shares beneficially owned by NR-GRI LP that are issuable upon exercise of the Warrants and/or conversion of the Series A Preferred, (iii) 9,288 Shares held directly by each of Mr. Hammer and Mr. Ellis as a result of restricted stock units that have vested, (iv) 22,000 Shares that may become issuable pursuant to restricted stock units held directly by each of Mr. Hammer and Mr. Ellis that will vest within 60 days of March 25, 2025, and (v) 96,366 Shares that may become issuable pursuant to the exercise of stock options held directly by each of Mr. Hammer and Mr. Ellis that have vested or will vest within 60 days of March 25, 2025, in each case constituting approximately 55.9% of the Shares outstanding.The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. | |
| (b) | Each of North Run Advisors and Messrs. Hammer and Ellis may be deemed to share the power to vote and dispose of the Shares owned by North Run LP. Each of NR-GRI GP and Messrs. Hammer and Ellis may be deemed to share the power to vote and dispose of the Shares owned by NR-GRI LP. | |
| (c) | Except as otherwise set forth herein, there have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented to add the following at the end thereof:The disclosure with respect to the Merger and the Voting Agreement set forth in Item 4 above, including the description of the Voting Agreement, is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented to add the following at the end thereof:99.6 - Form of Voting Agreement (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by the Issuer, dated March 24, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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