Sec Form 13G Filing - Versant Affiliates Fund II-A LP filing for Vivani Medical Inc. (VANI) - 2020-02-14

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

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

*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).

(1)         This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”) and Versant Ventures II, LLC, a Delaware limited liability company (“VV II” and together with VAF II-A, VSF II and VVC II, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         VV II serves as the sole general partner of VAF II-A and owns no securities of the Issuer directly.  Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A; however, they disclaim beneficial ownership of the shares held by VAF II-A except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)         This percentage is calculated based upon 124,598,198 shares of Common Stock outstanding as of November 12, 2019 as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commissions on November 14, 2019.

2

(1)         This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”) and Versant Ventures II, LLC, a Delaware limited liability company (“VV II” and together with VAF II-A, VSF II and VVC II, , collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         VV II serves as the sole general partner of VSF II and owns no securities of the Issuer directly.  Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VSF II; however, they disclaim beneficial ownership of the shares held by VSF II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)         This percentage is calculated based upon 124,598,198 shares of Common Stock outstanding as of November 12, 2019 as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commissions on November 14, 2019.

3

(1)         This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II” and together with VAF II-A, VSF II and VVC II, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         VV II serves as the sole general partner of VVC II and owns no securities of the Issuer directly.  Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VVC II; however, they disclaim beneficial ownership of the shares held by VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)         This percentage is calculated based upon 124,598,198 shares of Common Stock outstanding as of November 12, 2019 as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commissions on November 14, 2019.

4

(1)         This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II” and together with VAF II-A, VSF II and VVC II, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Includes: (i) 82,949 shares held by VAF II-A; (ii) 39,062 shares held by VSF II; and (iii) 4,370,964 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.  Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)         This percentage is calculated based upon 124,598,198 shares of Common Stock outstanding as of November 12, 2019 as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commissions on November 14, 2019.

5

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Second Sight Medical, Inc. (the “Issuer”).

6

(1)         VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.

(2)         This percentage is calculated based upon 124,598,198 shares of Common Stock outstanding as of November 12, 2019.

7

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 14, 2020

8

Exhibit(s):

A - Joint Filing Statement

9

EXHIBIT A

JOINT FILING STATEMENT

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

Dated: February 14, 2020

10