Sec Form 13G Filing - First Light Asset Management LLC filing for ENDOLOGIX INC (ELGX) - 2020-02-14

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*

 

Endologix, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

29266S304

(CUSIP Number)

 

February 12, 2020

(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)

 

☐

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 .

29266S304

 

Page 2 of 9

 

 

 

 

 

1

NAME OF REPORTING PERSONS
First Light Focus Fund, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

47-4771203

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

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

816,236

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

816,236

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

816,236

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.55%

 

12

TYPE OF REPORTING PERSON

PN

 

 

 
 

CUSIP No .

29266S304

 

Page 3 of 9

 

 

 

 

 

1

NAME OF REPORTING PERSONS
First Light Focus Fund GP, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

35-2538554

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

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

816,236

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

816,236

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

816,236

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.55%

 

12

TYPE OF REPORTING PERSON

HC

 

 

 
 

CUSIP No .

29266S304

 

Page 4 of 9

 

 

 

 

 

1

NAME OF REPORTING PERSONS
First Light Asset Management, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

46-3521994

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

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

816,236

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

816,236

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

816,236

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.55%

 

12

TYPE OF REPORTING PERSON

IA

 

 

 
 

CUSIP No .

29266S304

 

Page 5 of 9

 

 

 

 

 

1

NAME OF REPORTING PERSONS
Mathew P. Arens

 

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United State of America

 

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING POWER

0

 

6

SHARED VOTING POWER

816,236

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

816,236

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

816,236

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.55%

 

12

TYPE OF REPORTING PERSON

IN

 

 

 
 

CUSIP No.

29266S304

 

Page 6 of 9

 

Item 1(a).

 

Name of Issuer:

 

 

Endologix, Inc.

 

 

 

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:

 

 

2 Musick, Irvine, CA 92618

 

 

 

Item 2(a).

 

Name of Person Filing:

 

 

This Schedule 13G is being jointly filed by the following:

 

First Light Focus Fund, LP (the “Fund”)

First Light Focus Fund GP, LLC (the “General Partner”)

First Light Asset Management, LLC (the “Manager”)

Mathew P. Arens (“Mr. Arens”)

 

 

 

The Manager is deemed to be the beneficial owner of 816,236 of the Issuer’s shares (the “Shares”) by virtue of the fact that it acts as an investment adviser to certain persons holding separately managed accounts with the Manager, each of whom has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, those shares. Mr. Arens is also deemed to be the beneficial owner of these shares because he controls the Manager in his position as managing member and majority owner of the Manager. The Manager and Mr. Arens are filing this Schedule 13G with respect to these Shares pursuant to Rule 13d-1(b) under the Act.

 

The Fund is the direct holder and the beneficial owner of 816,236 of the Shares. The General Partner is deemed to be a beneficial owner of these Shares because it is the sole general partner of the Fund. The Manager is deemed to be a beneficial owner of these Shares because it acts as investment adviser to the Fund. Mr. Arens is also deemed to be the beneficial owner of these Shares because he controls the Manager in his position as the managing member and majority owner of the Manager. The Fund, the General Partner, the Manager and Mr. Arens are filing this Schedule 13G with respect to these Shares pursuant to Rule 13d-1(c) under the Act.

 

Each of the Fund, the General Partner, the Manager and Mr. Arens may be deemed to be the beneficial owner of the total amount of Shares set forth across from its or his respective name in Item 4 below. The filing of this Schedule 13G shall not be construed as an admission that the reporting persons or any of their affiliates are the beneficial owner of any securities covered by this Schedule 13G for any other purposes other than Section 13(d) of the Securities Exchange Act of 1934.

 

 

 

Item 2(b).

 

Address of Principal Business Office or, if None, Residence:

 

 

Each of the reporting persons identified in Item 2(a) has its principal business office at:

 

3300 Edinborough Way, Suite 201, Edina, MN 55435

 

 

 

Item 2(c).

 

Citizenship:

 

 

First Light Focus Fund, LP – Delaware limited partnership

First Light Focus Fund GP, LLC – Delaware limited liability company

First Light Asset Management, LLC – Delaware limited liability company

Mathew P. Arens – United States citizen

 

 

 

Item 2(d).

 

Title of Class of Securities:

 

 

Common Stock, $0.001 par value

 

 

 

Item 2(e).

 

CUSIP Number:

 

 

29266S304

 

 

 

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)

☒

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

 

 
 

CUSIP No .

29266S304

 

Page 7 of 9

 

 

(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)(ii)(G);

 

 

 

 

 

(h)

☐

A savings association 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 (15 U.S.C. 80a-3);

 

 

 

 

 

(j)

☐

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.

 

 

 

(a)

Amount beneficially owned:

 

 

First Light Focus Fund, LP – 816,236

First Light Focus Fund GP, LLC – 816,236

First Light Asset Management, LLC – 816,236

Mathew P. Arens – 816,236

 

 

 

 

(b)

Percent of class:

 

 

First Light Focus Fund, LP – 4.55%

First Light Focus Fund GP, LLC – 4.55%

First Light Asset Management, LLC – 4.55%

Mathew P. Arens – 4.55%

 

 

 

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote

 

 

 

First Light Focus Fund, LP – 0

First Light Focus Fund GP, LLC – 0

First Light Asset Management, LLC – 0

Mathew P. Arens – 0

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote

 

 

 

First Light Focus Fund, LP – 816,236

First Light Focus Fund GP, LLC – 816,236

First Light Asset Management, LLC – 816,236

Mathew P. Arens – 816,236

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

 

 

First Light Focus Fund, LP – 0

First Light Focus Fund GP, LLC – 0

First Light Asset Management, LLC – 0

Mathew P. Arens – 0

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

 

 

First Light Focus Fund, LP – 816,236

First Light Focus Fund GP, LLC – 816,236

First Light Asset Management, LLC – 816,236

Mathew P. Arens – 816,236

 

 
 

CUSIP No .

29266S304

 

Page 8 of 9

 

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.

 

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 havi ng that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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.

 

 

FIRST LIGHT FOCUS FUND, LP

 

 

 

 

Date:

February 14, 2020

 

 

 

 

By:

/s/ Jin K. Lien

 

 

Name:

Jin K. Lien

 

Title:

Chief Compliance Officer

 

 

 

 

FIRST LIGHT FOCUS FUND GP, LLC

 

 

 

 

Date:

February 14, 2020

 

 

 

 

By:

/s/ Jin K. Lien

 

 

Name:

Jin K. Lien

 

Title:

Chief Compliance Officer

 

 

 

 

FIRST LIGHT ASSET MANAGEMENT, LLC

 

 

 

 

Date:

February 14, 2020

 

 

 

 

By:

/s/ Jin K. Lien

 

 

Name:

Jin K. Lien

 

Title:

Chief Compliance Officer

 

 

 

 

Date:

February 14, 2020

 

 

 

 

Signature:

/s/ Mathew P. Arens

 

 

Name:

Mathew P. Arens

& #xA0;

 
 

CUSIP No .

29266S304

 

Page 9 of 9

 

Exhibit A 

JOINT FILING AGREEMENT

 

The Undersigned agree that the statement on Schedule 13G with respect to the common stock of Endologix, Inc. dated as of February 14, 2020, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

 

FIRST LIGHT FOCUS FUND, LP

 

 

 

 

By:

/s/ Jin K. Lien

 

 

Name:

Jin K. Lien

 

Title:

Chief Compliance Officer

 

 

 

 

FIRST LIGHT FOCUS FUND GP, LLC

 

 

 

 

By:

/s/ Jin K. Lien

 

 

Name:

Jin K. Lien

 

Title:

Chief Compliance Officer

 

 

 

 

FIRST LIGHT ASSET MANAGEMENT, LLC

 

 

 

 

By:

/s/ Jin K. Lien

 

 

Name:

Jin K. Lien

 

Title:

Chief Compliance Officer

 

 

 

 

Signature:

/s/ Mathew P. Arens

 

 

Name:

Mathew P. Arens