Sec Form 13G Filing - Split Rock Partners LP filing for EBR Systems Inc. (EBRCZ) - 2024-11-26

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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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

EBR Systems, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

N/A

(CUSIP Number)

 

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

 

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

 

  ¨ Rule 13d-1(b)
  ¨ 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).

 

 

 

 

 

 

CUSIP No.   N/A
1.

Names of Reporting Persons

 

Split Rock Partners, LP

2.

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

 

(a) ¨ (b) x

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

 

21,722,380

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

21,722,380

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,722,380

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

5.8%

12.

Type of Reporting Person (See Instructions)

 

PN

       

2

 

 

CUSIP No.   N/A
1.

Names of Reporting Persons

 

Split Rock Partners Management, LLC

2.

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

 

(a) ¨ (b) x

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

 

21,722,380

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

21,722,380

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,722,380

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

5.8%

12.

Type of Reporting Person (See Instructions)

 

OO

       

3

 

 

CUSIP No.   N/A
1.

Names of Reporting Persons

 

SPVC VI, LLC

2.

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

 

(a) ¨ (b) x

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

 

7,653,279

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

7,653,279

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,653,279

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

2.1%

12.

Type of Reporting Person (See Instructions)

 

OO

       

4

 

 

CUSIP No.   N/A
1.

Names of Reporting Persons

 

SPVC Management VI, LLC

2.

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

 

(a) ¨ (b) x

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

 

7,653,279

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

7,653,279

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,653,279

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

2.1%

12.

Type of Reporting Person (See Instructions)

 

OO

       

5

 

 

CUSIP No.   N/A
1.

Names of Reporting Persons

 

Michael Gorman

2.

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

 

(a) ¨ (b) x

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

29,375,659

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

29,375,659

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,375,659

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

7.9%

12.

Type of Reporting Person (See Instructions)

 

IN

       

6

 

 

CUSIP No.   N/A
1.

Names of Reporting Persons

 

James Simons

2.

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

 

(a) ¨ (b) x

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

29,375,659

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

29,375,659

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,375,659

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

7.9%

12.

Type of Reporting Person (See Instructions)

 

IN

       

7

 

 

CUSIP No.   N/A
1.

Names of Reporting Persons

 

David Stassen

2.

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

 

(a) ¨ (b) x

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

29,375,659

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

29,375,659

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,375,659

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

7.9%

12.

Type of Reporting Person (See Instructions)

 

IN

       

8

 

 

< td style="padding-top: 2.15pt; padding-right: 5.4pt; padding-left: 5.4pt; font-size: 10pt">(b)
Item 1.
  (a)

Name of Issuer

EBR Systems, Inc.

 

Address of Issuer’s Principal Executive Offices

480 Oakmead Parkway

Sunnyvale, CA 94085

 
Item 2.
  (a)

Name of Person Filing

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

 

Split Rock Partners, LP (“Split Rock LP”)

Split Rock Partners Management, LLC (“Split Rock GP”)

SPVC VI, LLC (“SPVC VI”)

SPVC Management VI, LLC (“SPVC VI Manager”)

Michael Gorman (“Gorman”)

James Simons (“Simons”)

David Stassen (“Stassen”)

 

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

  (b)

Address of Principal Business Office or, if none, Residence

16526 West 78th Street, Suite 504

Eden Prairie, MN 55346

  (c)

Citizenship

Split Rock LP               -         Delaware

Split Rock GP               -         Delaware

SPVC VI                         -        Delaware

SPVC VI Manager      -        Delaware

Michael Gorman          -        United States

James Simons               -        United States

David Stassen               -        United States

  (d)

Title of Class of Securities

Common Stock, $0.0001 par value (“Common Stock”)

  (e)

CUSIP Number

N/A

 
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

 

9

 

 

Item 4. Ownership
  (a)

Amount beneficially owned:

The information required by this item with respect to each Reporting Person is set forth in Row 9 of the Reporting Person Information pages to this Schedule 13G.

 

The Reporting Persons’ ownership of the Issuer’s securities consists of (i) 19,732,458 shares of Common Stock underlying the same number of CHESS Depositary Interests (“CDIs”) and 1,989,922 shares of Common Stock issuable upon the exercise of immediately exercisable warrants directly held by Split Rock LP and (ii) 6,996,473 shares of Common Stock underlying the same number of CDIs and 656,806 shares of Common Stock issuable upon the exercise of immediately exercisable warrants directly held by SPVC VI.

 

Split Rock GP is the general partner of Split Rock LP and shares the power to direct the voting and disposition of the securities held by Split Rock LP. SPVC VI Manager is the manager of SPVC VI and shares the power to direct the voting and disposition of the securities held by SPVC VI. Messrs. Gorman, Simons and Stassen are the managing partners of each of Split Rock GP and SPVC VI Manager and share the power to direct the voting and disposition of the securities reported herein.

  (b)

Percent of class:

The information required by this item with respect to each Reporting Person is set forth in Row 11 of the Reporting Person Information pages to this Schedule 13G. The ownership percentages reported are based upon 370,776,200 shares of Common Stock outstanding as of November 12, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024, adjusted for shares issuable upon exercise of warrants, as applicable.

  (c) Number of shares as to which the person has:
    (i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

    (ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

    (iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

    (iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

  Item 5. Ownership of Five 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 five percent of the class of securities, check the following   ¨   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   Not applicable

 

10

 

 

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: November 26, 2024

 

Split Rock Partners, LP

 

By:  Split Rock Partners Management, LLC  
its  General Partner  
   
By: /s/ Michael Gorman  
  Name: Michael Gorman  
  Title: Managing Partner  
   
Split Rock Partners Management, LLC  
   
By:  /s/ Michael Gorman  
  Name: Michael Gorman  
  Title: Managing Partner  
   
SPVC VI, LLC  
   
By: SPVC Management VI, LLC  
its  Manager  
   
By:  /s/ Michael Gorman  
  Name: Michael Gorman  
  Title: Managing Partner  
   
SPVC Management VI, LLC  
   
By: /s/ Michael Gorman  
  Name: Michael Gorman  
  Title: Managing Partner  
   
/s/ Michael Gorman  
Michael Gorman  
   
/s/ James Simons  
James Simons  
   
/s/ David Stassen  
David Stassen  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

11

 

 

Exhibit(s):

 

A         Joint Filing Agreement

 

12

 

 

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 EBR Systems, Inc. is filed on behalf of each of us.

 

Dated: November 26, 2024

 

Split Rock Partners, LP

 

By:  Split Rock Partners Management, LLC  
its  General Partner  
   
By:  /s/ Michael Gorman  
  Name: Michael Gorman  
  Title: Managing Partner  
   
Split Rock Partners Management, LLC  
   
By: /s/ Michael Gorman  
  Name: Michael Gorman  
  Title: Managing Partner  
   
SPVC VI, LLC  
   
By: SPVC Management VI, LLC  
its  Manager  
   
By:  /s/ Michael Gorman  
  Name: Michael Gorman  
  Title: Managing Partner  
   
SPVC Management VI, LLC  
   
By:  /s/ Michael Gorman  
  Name: Michael Gorman  
  Title: Managing Partner  
   
/s/ Michael Gorman  
Michael Gorman  
   
/s/ James Simons  
James Simons  
   
/s/ David Stassen  
David Stassen