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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 2)*
Establishment Labs Holdings Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G31249108
(CUSIP Number)
December 31, 2021
(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)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons
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).
CUSIP No.
G31249108
13G
Page 2 of 7 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pura Vida Investments, 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
0
6.
SHARED VOTING POWER
1,319,398*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
1,319,398*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,319,398*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.50%**
12.
TYPE OF REPORTING PERSON (see instructions)
IA
CUSIP No. G31249108
13G
Page 3 of 7 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Efrem Kamen
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
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
1,319,398*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
1,319,398*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,319,398*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.50%**
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. G31249108
13G
Page 4 of 7 Pages
Item 1.
(a)
Name of Issuer
Establishment Labs Holdings Inc.
(b)
Address of Issuers Principal Executive Offices
Building B15 and 25, Coyol Free Zone, Alajuela, Costa Rica
Item 2.
(a)
Name of Person Filing
Pura Vida Investments, LLC
Efrem Kamen
(collectively, the Filers).
(b)
The address of the principal place of the Filers is located at:
Pura Vida Investments, LLC 888 7th Avenue 6th Floor New York, New York 10106
(c)
For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d)
Title of Class of Securities
Common Stock
(e)
CUSIP Number
G31249108
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:
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[x]
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
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)
[ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
CUSIP No. G31249108
13G
Page 5 of 7 Pages
Item 4. Ownership.
(a) Amount beneficially owned: Pura Vida Investments LLC 1,319,398* shares
Efrem Kamen 1,319,398* shares
(b) Percent of class: Pura Vida Investments LLC 5.50%** Efrem Kamen 5.50%**
(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
Pura Vida Investments LLC 1,319,398*
shares Efrem Kamen 1,319,398* shares
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of Pura Vida
Investments, LLC 1,319,398* shares Efrem Kamen 1,319,398* shares
*Shares reported herein are held by Pura Vida Master Fund, Ltd.
(the Pura Vida Master Fund), and certain separately managed accounts
(the Accounts). Pura Vida Investments, LLC (PVI) serves as the investment
manager to the Pura Vida Master Fund and the Accounts. Efrem Kamen serves as
the managing member of PVI. By virtue of these relationships, the Reporting
Persons may be deemed to have shared voting and dispositive power with respect
to the Shares owned directly by the Pura Vida Master Fund and the Accounts.
This report shall not be deemed an admission that the Reporting Persons are
beneficial owners of the Shares for purposes of Section 13 of the Securities
Exchange Act of 1934, as amended, or for any other purpose. Each of the
Reporting Persons disclaims beneficial ownership of the Shares reported
herein except to the extent of the Reporting Persons pecuniary interest
therein.
** The ownership percentage above is calculated based on 24,003,667
Common Shares outstanding as of November 8, 2021, as reported in the Issuers
Form 10-Q filed with the Securities and Exchange Commission on November 9,2021.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
N/A
CUSIP No. G31249108
13G
Page 6 of 7 Pages
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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.
Exhibits.
Exhibit A Joint Filing Agreement.
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, 2022
Pura Vida Investments, LLC
By: /s/ Efrem Kamen, Managing Member
CUSIP No. G31249108
13G
Page 7 of 7 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned hereby consent and agree to file a joint statement on
Schedule 13G under the Securities Exchange Act of 1934, as amended, with
respect to the Common Stock of Establishment Labs Holdings Inc. beneficially
owned by them, together with any or all amendments thereto, when and if
appropriate. The parties hereto further consent this Statement pursuant to
Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating
the same into such Schedule 13G.
Dated: February 14, 2022
Pura Vida Investments, LLC
By: /s/ Efrem Kamen, Managing Member