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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
INVIVO
THERAPEUTICS HOLDINGS CORP.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
46186M
100
(CUSIP
Number)
December
3, 2010
(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)
x Rule
13d-1(c)
o 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
disclosures provided in a prior cover page.
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
13G
(Amendment
No. 1)
CUSIP NO.
46186M 100
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin
B. Kimberlin
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a)
(b) X*
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
7,187,321
|
|
|
6
|
SHARED
VOTING POWER
0
|
||
|
7
|
SOLE
DISPOSITIVE POWER
7,187,321
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,187,321**
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.6%***
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
* The
reporting person expressly disclaims (i) the existence of any group and (ii)
beneficial ownership with respect to any shares other than the shares owned of
record by such reporting person and as set forth below.
** This
amount consists of: (i) 1,947,321 shares of the Company’s common stock, $.00001
par value per share (the “Common Stock”) held by Optical Partners, LLC and (ii)
warrants to purchase 5,240,000 shares of Common Stock held by Spencer Trask
Ventures, Inc. Mr. Kimberlin has voting and investment control of the
securities held by Optical Partners, LLC and Spencer Trask Ventures,
Inc. Mr. Kimberlin disclaims beneficial ownership of these securities
except as relates to his pecuniary interest in such securities.
*** Based
on 51,647,171 shares
of the Company’s Common Stock outstanding as of December 3,
2010.
SCHEDULE
13G
(Amendment
No. 1)
|
Item
1(a).
|
Name of
Issuer:
|
InVivo Therapeutics Holdings
Corp.
|
Item
1(b).
|
Address of Issuer’s Principal
Executive Offices:
|
One Broadway, 14th Floor,
Cambridge, MA 02142
|
Item 2(a) and
(b).
|
Name of Person Filing and
Address of Principal Business or Office or, if none,
Residence:
|
Kevin B.
Kimberlin
c/o
Spencer Trask Ventures, Inc.
535
Madison Avenue, 12th
Floor
New York,
NY 10022
|
Item
2(c).
|
Citizenship:
|
United
States
|
Item
2(d).
|
Title of Class of
Securities:
|
Common Stock
|
Item
2(e).
|
CUSIP
Number:
|
46186M 100
|
Item
3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
|
(a)
|
o
|
Broker
or Dealer registered under Section 15 of the Act.
|
|
(b)
|
o
|
Bank
as defined in Section 3(a)(6) of the Act.
|
|
(c)
|
o
|
Insurance
Company as defined in Section 3(a)(19) of the Act.
|
|
(d)
|
o
|
Investment
company registered under Section 8 of the Investment Company Act of
1940.
|
|
(e)
|
o
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
o
|
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
|
|
(j)
|
o
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
Item
4.
|
Ownership:
|
|
(a)
|
Amount
beneficially owned:
|
7,187,321
|
(b)
|
Percent
of class:
|
12.6%
|
(c)
|
Number
of shares as to which the person
has:
|
|
(i)
|
Sole
power to vote or to direct the
vote:
|
7,187,321
|
(ii)
|
Shared
power to vote or to direct the
vote:
|
-0-
|
(iii)
|
Sole
power to dispose or to direct the disposition
of:
|
7,187,321
|
(iv)
|
Shared
power to dispose or to direct the disposition
of:
|
-0-
|
Item 5.
|
Ownership of Five Percent or
Less of a Class:
|
Not
Applicable.
|
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 or Control
Person:
|
Not Applicable
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
Not Applicable
|
Item 9.
|
Notice of Dissolution of
Group:
|
Not Applicable
|
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 forth in this statement is true, complete and
correct.
Dated: December
3, 2010
/S/ KEVIN
KIMBERLIN
Kevin
Kimberlin