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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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Cutera, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
232109108 (CUSIP Number) |
Stephen Fraidin, Esq. Cadwalader, Wickersham & Taft LLP, 200 Liberty Street New York, NY, 10281 212-504-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 13D
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| CUSIP No. | 232109108 |
| 1 |
Name of reporting person
Pura Vida Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 232109108 |
| 1 |
Name of reporting person
Efrem Kamen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Cutera, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3240 Bayshore Blvd, Brisbane,
CALIFORNIA
, 94005-1021. | |
Item 1 Comment:
This Amendment No. 8 to Schedule 13D (this "Amendment No. 8") relates to the Schedule 13D filed with the SEC on April 13, 2023 by the Reporting Persons (the "Initial Schedule 13D"), as amended and supplemented by Amendment No. 1 to Schedule 13D ("Amendment No. 1") filed with the SEC on May 10, 2023 by the Reporting Persons, by Amendment No. 2 to Schedule 13D ("Amendment No. 2") filed with the SEC on June 12, 2023 by the Reporting Persons, by Amendment No. 3 to Schedule 13D ("Amendment No. 3") filed with the SEC on July 25, 2023 by the Reporting Persons, by Amendment No. 4 to Schedule 13D ("Amendment No. 4") filed with the SEC on July 31, 2023 by the Reporting Persons, by Amendment No. 5 to Schedule 13D ("Amendment No. 5") filed with the SEC on November 17, 2023 by the Reporting Persons, by Amendment No. 6 to Schedule 13D ("Amendment No. 6") filed with the SEC on November 27, 2023 by the Reporting Persons, and by Amendment No. 7 to Schedule 13D ("Amendment No. 7") filed with the SEC on December 29, 2023 by the Reporting Persons (such Initial Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7, the "Schedule 13D"), relating to the common stock, par value $0.001 per share (the "Common Stock"), of Cutera, Inc. (the "Issuer"). Except to the extent set forth in this Amendment No. 8, all information disclosed in the Schedule 13D remains unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 8 have the meanings ascribed to them in the Schedule 13D.Percentage beneficial ownership reported herein is based on 20,185,926 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024.This Amendment No. 8 amends Items 3, 5 and 7 of the Schedule 13D as set forth below and constitutes an exit filing for the Reporting Persons. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented to add the following information:"On March 5, 2025 and March 6, 2025, the Reporting Persons sold for the accounts of the Pura Vida Funds an aggregate of 1,126,209 shares of Common Stock for aggregate consideration of $128,625.05 (net of commissions)." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:"The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment No. 8 is incorporated by reference in its entirety into this Item 5.As of November 8, 2024, the Issuer reported 20,185,926 shares of Common Stock outstanding. | |
| (b) | As of the date of this filing, the Reporting Persons do not beneficially own any shares of Common Stock. | |
| (c) | Exhibit 99.9 filed herewith, which is incorporated herein by reference, describes the transactions in the Common Stock that were effected by the Reporting Persons for the benefit of the Pura Vida Funds during the past sixty days. | |
| (d) | To the best knowledge of the Reporting Persons, and other than as described herein, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock reported herein as beneficially owned by the Reporting Persons. | |
| (e) | As of March 6, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the shares of Common Stock of the Issuer. This Amendment No. 8 constitutes an exit filing of the Reporting Persons." | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented to add the following exhibit:Exhibit Number Description of Exhibits99.9 Trading Data | ||
| 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.
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