Sec Form 13G Filing - Talu Ventures Pty Ltd filing for NUWELLIS INC PAR $0.0001 (NUWE) - 2017-01-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 86782U106

13G

1.

Names of Reporting Persons
Talu Ventures Pty Ltd

2.

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

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Australia

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
634,817(1)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
634,817(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
634,817(1)

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)
2.7%

12.

Type of Reporting Person (See Instructions)
F1

CUSIP No. 86782U106

13G

1.

Names of Reporting Persons
CM Capital Venture Trust 4A

2.

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

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Australia

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
317,408

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
317,408

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
317,408

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)
1.4%

12.

Type of Reporting Person (See Instructions)
F1

CUSIP No. 86782U106

13G

1.

Names of Reporting Persons
CM Capital Venture Trust 4B

2.

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

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Australia

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
317,409

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
317,409

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
317,409

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)
1.4%

12.

Type of Reporting Person (See Instructions)
F1

CUSIP No. 86782U106

13G

Item 1.

(a)

Name of Issuer
Sunshine Heart, Inc.

(b)

Address of Issuer’s Principal Executive Offices
12988 Valley View Road

Eden Prairie, Minnesota 55344

Item 2.

(a)

Name of Person Filing
Talu Ventures Pty Ltd

CM Capital Venture Trust 4A

CM Capital Venture Trust 4B

The Reporting Persons have entered into a Joint Filing Agreement, dated January 18, 2017, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b)

Address of the Principal Office or, if none, Residence
Talu Ventures Pty Ltd

Level 8, 379 Queen Street

Brisbane QLD 4000 Australia

CM Capital Venture Trust 4A

Level 8, 379 Queen Street

Brisbane QLD 4000 Australia

CM Capital Venture Trust 4B

Level 8, 379 Queen Street

Brisbane QLD 4000 Australia

(c)

Citizenship
Talu Ventures Pty Ltd - Australia

CM Capital Venture Trust 4A - Australia

CM Capital Venture Trust 4B - Australia

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
86782U106

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.

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-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 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Talu Ventures Pty Ltd:

(a)

Amount beneficially owned:   

634,817

(b)

Percent of class:   

2.7%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0.

(ii)

Shared power to vote or to direct the vote    

634,817.

(iii)

Sole power to dispose or to direct the disposition of   

0.

(iv)

Shared power to dispose or to direct the disposition of   

634,817.

CM Capital Venture Trust 4A:

(a)

Amount beneficially owned:   

317,408

(b)

Percent of class:   

1.4%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0.

(ii)

Shared power to vote or to direct the vote    

317,408.

(iii)

Sole power to dispose or to direct the disposition of   

0.

(iv)

Shared power to dispose or to direct the disposition of   

317,408.

CM Capital Venture Trust 4B:

(a)

Amount beneficially owned:   

317,409

(b)

Percent of class:   

1.4%

(c)

Numbe r of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0.

(ii)

Shared power to vote or to direct the vote    

317,409.

(iii)

Sole power to dispose or to direct the disposition of   

0.

(iv)

Shared power to dispose or to direct the disposition of   

317,409.

317,408 shares are held by CM Capital Venture Trust 4A and 317,409 shares are held by CM Capital Venture Trust 4B.  Talu Ventures Pty Ltd. is the investment manager of CM Capital Venture Trust 4A and CM Capital Venture Trust 4B and has voting and investment power over the securities held by CM Capital Venture Trust 4A and CM Capital Venture Trust 4B, but disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.  Voting and investment decisions are made by an investment committee of five individuals, each of whom disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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   x.

Instruction. Dissolution of a group requires a response to this item.

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.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

CUSIP No. 86782U106

13G

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, other than activities solely in connection with a nomination under § 240.14a-11.

CM Capital Venture Trust 4A

January 18, 2017

Date

/s/ Jonathan Whitehouse

Signature

Jonathan Whitehouse, Director of Trustee

Name/Title

CM Capital Venture Trust 4B

January 18, 2017

Date

/s/ Jonathan Whitehouse

Signature

Jonathan Whitehouse, Director of Trustee

Name/Title

Talu Ventures Pty Ltd

January 18, 2017

Date

/s/ Jonathan Whitehouse

&#x A0;

Signature

Jonathan Whitehouse, Company Secretary

Name/Title

CM Capital Venture Trust 4A

January 18, 2017

Date

/s/ Jonathan Whitehouse

Signature

Jonathan Whitehouse, Director of Trustee

Name/Title

CM Capital Venture Trust 4B

January 18, 2017

Date

/s/ Jonathan Whitehouse

Signature

Jonathan Whitehouse, Director of Trustee

Name/Title

Talu Ventures Pty Ltd

January 18, 2017

Date

/s/ Jonathan Whitehouse

Signature

Jonathan Whitehouse, Company Secretary

Name/Title