Sec Form 13G Filing - MOHR DAVIDOW VENTURES VI LP filing for NLIGHT INC. (LASR) - 2020-02-11

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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SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

NLIGHT, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

65487K100

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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).

 

 

 

1.

Names of Reporting Persons
MOHR, DAVIDOW VENTURES VI, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
3,844,980 Shares (2)

 

6.

Shared Voting Power
0 Shares

 

7.

Sole Dispositive Power
3,844,980 Shares (2)

 

8.

Shared Dispositive Power
0 Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,844,980 Shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
10.2% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1) This Schedule 13G is filed by Mohr, Davidow Ventures VI, L.P. (“MDV VI”) and Sixth MDV Partners, L.L.C. (“MDV GP” and, together with MDV VI, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held MDV VI.  MDV GP is the general partner of MDV VI.  Jonathan Feiber and Nancy Schoendorf are managing members of MDV GP and share voting and dispositive power over the shares held by MDV VI.

 

(3) This percentage is calculated based on 37,759,112 shares of the Issuer’s stock outstanding as of November 1, 2019, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 6, 2019.

 

2

 

 

1.

Names of Reporting Persons
Sixth MDV Partners, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
3,844,980 Shares (2)

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
3,844,980 Shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,844,980 Shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
10.2% (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held MDV VI.  MDV GP is the general partner of MDV VI.  Jonathan Feiber and Nancy Schoendorf are managing members of MDV GP and share voting and dispositive power over the shares held by MDV VI.

 

(3) This percentage is calculated based on 37,759,112 shares of the Issuer’s stock outstanding as of November 1, 2019, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 6, 2019.

 

3

 

 

1.

Names of Reporting Persons
Nancy Schoendorf

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
3,844,980 Shares (2)

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
3,844,980 Shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,844,980 Shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
10.2% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1) This Schedule 13G is filed the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held MDV VI.  MDV GP is the general partner of MDV VI.  Jonathan Feiber and Nancy Schoendorf are managing members of MDV GP and share voting and dispositive power over the shares held by MDV VI.

 

(3) This percentage is calculated based on 37,759,112 shares of the Issuer’s stock outstanding as of November 1, 2019, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 6, 2019.

 

4

 

 

1.

Names of Reporting Persons
Jonathan Feiber

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
3,844,980 Shares (2)

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
3,844,980 Shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,844,980 Shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
10.2% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held MDV VI.  MDV GP is the general partner of MDV VI.  Jonathan Feiber and Nancy Schoendorf are managing members of MDV GP and share voting and dispositive power over the shares held by MDV VI.

 

(3) This percentage is calculated based on 37,759,112 shares of the Issuer’s stock outstanding as of November 1, 2019, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 6, 2019.

 

5

 

 

Introductory Note:  This Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of nLIGHT, Inc.

 

Item 1(a).

 

Name of Issuer:
NLIGHT, Inc.

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:
5408 NE 88th Street, Building E, Vancouver, Washington  98665

 

Item 2(a).

 

Name of Person Filing:
Mohr, Davidow Ventures VI, L.P.

Sixth MDV Partners, L.L.C.

Nancy Schoendorf

Jonathan Feiber

Item 2(b).

 

Address of Principal Business Office or, if none, Residence:
777 Mariners Island Boulevard, Suite 550, San Mateo, CA  94404

Item 2(c).

 

Citizenship:

All entities were organized in Delaware.  The individuals are all United States citizens.

Item 2(d).

 

Title of Class of Securities:
Common Stock

Item 2(e).

 

CUSIP Number:
65487K100

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

6

 

Item 4.

Ownership

 

Fund Entities

 

Shares Held
Directly

 

Sole
Voting
Power

 

Shared
Voting Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage of
Class (2)

 

Mohr, Davidow Ventures VI, L.P. (1)

 

3,844,980

 

3,844,980

 

0

 

3,844,980

 

0

 

3,844,980

 

10.2

%

Sixth MDV Partners, L.L.C. (1)

 

0

 

0

 

3,844,980

 

0

 

3,844,980

 

3,844,980

 

10.2

%

Nancy Schoendorf (1)

 

0

 

0

 

3,844,980

 

0

 

3,844,980

 

3,844,980

 

10.2

%

Jonathan Feiber (1)

 

0

 

0

 

3,844,980

 

0

 

3,844,980

 

3,844,980

 

10.2

%

 

(1) The shares are held MDV VI.  MDV GP is the general partner of MDV VI.  Jonathan Feiber and Nancy Schoendorf are managing members of MDV GP and share voting and dispositive power over the shares held by MDV VI.

 

(2) This percentage is calculated based on 37,759,112 shares of the Issuer’s stock outstanding as of November 1, 2019, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 6, 2019.

 

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following o.

 

Item 6.

Ownership of More than 5 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 or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of a Group

Not applicable.

 

7

 

Item 10.

Certification

Not applicable.

 

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.

 

 

Dated:  February 11, 2020

 

 

MOHR, DAVIDOW VENTURES VI, L.P.

&#x A0;

SIXTH MDV PARTNERS, L.L.C.

 

 

 

 

 

By:

Sixth MDV Partners, L.L.C.,

 

By:

/s/ Jonathan Feiber

 

its General Partner

 

 

Name:

Jonathan Feiber

 

 

 

 

Title:

Managing Member

By:

/s/ Jonathan Feiber

 

 

 

 

Name:

Jonathan Feiber

 

 

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

 

 

 

/s/ Jonathan Feiber

 

/s/ Nancy Schoendorf

Jonathan Feiber

 

Nancy Schoendorf

 

8

 

EXHIBITS

 

A:            Joint Filing Agreement

 

9

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of NLIGHT, Inc. is filed on behalf of each of us.

 

 

Dated:  February 11, 2020

 

 

MOHR, DAVIDOW VENTURES VI, L.P.

 

SIXTH MDV PARTNERS, L.L.C.

 

 

 

 

 

By:

Sixth MDV Partners, L.L.C.,

 

By:

/s/ Jonathan Feiber

 

its General Partner

 

 

Name:

Jonathan Feiber

 

 

 

 

Title:

Managing Member

By:

/s/ Jonathan Feiber

 

 

 

 

Name:

Jonathan Feiber

 

 

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

 

 

 

/s/ Jonathan Feiber

 

/s/ Nancy Schoendorf

Jonathan Feiber

 

Nancy Schoendorf

 

10