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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 4)*
INARI MEDICAL, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
45332Y109
(CUSIP number)
M.O.J.M. Perret
Cooperatieve Gilde Healthcare IV U.A.
Newtonlaan 91
3584 BP Utrecht
The Netherlands
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 23, 2021
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
* | 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).
13D
CUSIP NO. 45332Y109 | Page 1 of 10 Pages |
1 | NAMES OF REPORTING PERSON
Cooperatieve Gilde Healthcare IV U.A.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,896,433 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,896,433 (1) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,896,433 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.87% (2) | |||||
14 | TYPE OF REPORTING PERSON*
OO |
(1) | All shares are held of record by Cooperatieve Gilde Healthcare IV U.A. (Gilde Healthcare). Gilde Healthcare IV Management BV is the manager of Gilde Healthcare and may be deemed to have voting, investment and dispositive power with respect to these securities. Gilde Healthcare IV Management BV is fully owned by Gilde Healthcare Holding BV. The managing partners of Gilde Healthcare Holding BV are Edwin de Graaf, Marc Olivier Perret and Martemanshurk BV (of which Pieter van der Meer is the owner and manager). |
(2) | Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the Issuer), as set forth in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 9, 2021. |
13D
CUSIP NO. 45332Y109 | Page 2 of 10 Pages |
1 | NAMES OF REPORTING PERSON
Gilde Healthcare IV Management BV
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,896,433 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,896,433 (1) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,896,433 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.87% (2) | |||||
14 | TYPE OF REPORTING PERSON*
OO |
(1) | All shares are held of record by Cooperatieve Gilde Healthcare IV U.A. (Gilde Healthcare). Gilde Healthcare IV Management BV is the manager of Gilde Healthcare and may be deemed to have voting, investment and dispositive power with respect to these securities. Gilde Healthcare IV Management BV is fully owned by Gilde Healthcare Holding BV. The managing partners of Gilde Healthcare Holding BV are Edwin de Graaf, Marc Olivier Perret and Martemanshurk BV (of which Pieter van der Meer is the owner and manager). |
(2) | Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the Issuer), as set forth in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 9, 2021. |
13D
CUSIP NO. 45332Y109 | Page 3 of 10 Pages |
1 | NAMES OF REPORTING PERSON
Gilde Healthcare Holding BV
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,896,433 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,896,433 (1) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,896,433 (1) | |||||
12 | <
p style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.87% (2) | |||||
14 | TYPE OF REPORTING PERSON*
OO |
(1) | All shares are held of record by Cooperatieve Gilde Healthcare IV U.A. (Gilde Healthcare). Gilde Healthcare IV Management BV is the manager of Gilde Healthcare and may be deemed to have voting, investment and dispositive power with respect to these securities. Gilde Healthcare IV Management BV is fully owned by Gilde Healthcare Holding BV. The managing partners of Gilde Healthcare Holding BV are Edwin de Graaf, Marc Olivier Perret and Martemanshurk BV (of which Pieter van der Meer is the owner and manager). |
(2) | Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the Issuer), as set forth in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 9, 2021. |
13D
CUSIP NO. 45332Y109 | Page 4 of 10 Pages |
1 | NAMES OF REPORTING PERSON
Marc Olivier Perret
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
France | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,896,433 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,896,433 (1) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,896,433 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.87% (2) | |||||
14 | TYPE OF REPORTING PERSON*
IN |
(1) | All shares are held of record by Cooperatieve Gilde Healthcare IV U.A. (Gilde Healthcare). Gilde Healthcare IV Management BV is the manager of Gilde Healthcare and may be deemed to have voting, investment and dispositive power with respect to these securities. Gilde Healthcare IV Management BV is fully owned by Gilde Healthcare Holding BV. The managing partners of Gilde Healthcare Holding BV are Edwin de Graaf, Marc Olivier Perret and Martemanshurk BV (of which Pieter van der Meer is the owner and manager). |
(2) | Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the Issuer), as set forth in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 9, 2021. |
13D
CUSIP NO. 45332Y109 | Page 5 of 10 Pages |
1 | NAMES OF REPORTING PERSON
Edwin de Graaf
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,896,433 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,896,433 (1) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,896,433 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.87% (2) | |||||
14 | TYPE OF REPO RTING PERSON*
IN |
(1) | All shares are held of record by Cooperatieve Gilde Healthcare IV U.A. (Gilde Healthcare). Gilde Healthcare IV Management BV is the manager of Gilde Healthcare and may be deemed to have voting, investment and dispositive power with respect to these securities. Gilde Healthcare IV Management BV is fully owned by Gilde Healthcare Holding BV. The managing partners of Gilde Healthcare Holding BV are Edwin de Graaf, Marc Olivier Perret and Martemanshurk BV (of which Pieter van der Meer is the owner and manager). |
(2) | Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the Issuer), as set forth in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 9, 2021. |
13D
CUSIP NO. 45332Y109 | Page 6 of 10 Pages |
1 | NAMES OF REPORTING PERSON
Martemanshurk BV (100% owned by Pieter van der Meer)
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,896,433 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,896,433 (1) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,896,433 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.87% (2) | |||||
14 | TYPE OF REPORTING PERSON*
OO |
(1) | All shares are held of record by Cooperatieve Gilde Healthcare IV U.A. (Gilde Healthcare). Gilde Healthcare IV Management BV is the manager of Gilde Health care and may be deemed to have voting, investment and dispositive power with respect to these securities. Gilde Healthcare IV Management BV is fully owned by Gilde Healthcare Holding BV. The managing partners of Gilde Healthcare Holding BV are Edwin de Graaf, Marc Olivier Perret and Martemanshurk BV (of which Pieter van der Meer is the owner and manager). |
(2) | Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the Issuer), as set forth in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 9, 2021. |
13D
CUSIP NO. 45332Y109 | Page 7 of 10 Pages |
This Amendment No. 4 (Amendment No. 4) to Schedule 13D amends the initial Statement on Schedule 13D filed on June 5, 2020, as amended by Amendment No. 1 to Schedule 13D filed on December 4, 2020, as amended by Amendment No. 2 to Schedule 13D filed on December 23, 2020, as amended by Amendment No. 3 to Schedule 13D filed on March 16, 2021 (as so amended, the Schedule 13D), relating to the common stock, par value $0.001 per share (Common Stock), of Inari Medical, Inc., a Delaware corporation (the Issuer). This Amendment No. 4 reflects, among other things, the recent sales of shares of Common Stock by Cooperatieve Gilde Healthcare IV U.A. (Gilde Healthcare). Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D.
Item 1. | Security and Issuer. |
There are no changes to the Item 1 information previously filed.
Item 2. | Identity and Background. |
There are no changes to the Item 2 information previously filed.
Item 3. | Source and Amount of Funds or Other Consideration. |
There are no changes to the Item 3 information previously filed.
13D
CUSIP No. 45332Y109 | Page 8 of 10 Pages |
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
Between April 15, 2021 and April 26, 2021, Gilde Healthcare sold an aggregate of 595,246 shares of Common Stock of the Company in open market transactions as set forth on Annex A to this Schedule 13D.
Geoff Pardo, a partner at Gilde Healthcare, serves as a member of the board of directors of the Issuer. In addition, in his capacity as a director, Mr. Pardo may be entitled to receive cash compensation and equity compensation, including stock options or other equity awards, pursuant to a plan or policy with regard to compensation of members of the board of directors of the Issuer.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its entirety below:
(a) According to the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 9, 2021, there were 49,500,688 shares of Common Stock outstanding as of March 1, 2021.
Gilde Healthcare is the record holder of an aggregate of 3,896,433 shares of Common Stock, which represents beneficial ownership of approximately 7.87% of the outstanding shares of Common Stock on March 1, 2021.
GHCIVM, as the manager of Gilde Healthcare, has the power to vote and dispose of securities held by Gilde Healthcare and may be deemed to beneficially own the securities held of record by Gilde Healthcare.
As a result, each of the Reporting Persons may beneficially own an aggregate of 3,896,433 shares of Common Stock, or approximately 7.87% of the outstanding Common Stock.
(b) Each Reporting Person has shared power to vote and dispose of 3,896,433 shares of Common Stock.
(c) Except as reported on Annex A, none of the Reporting Persons has effected any transactions in the Issuers securities since the most recent filing of this Schedule 13D.
(d) Only Gilde Healthcare has the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by Gilde Healthcare.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer. |
Except as referenced herein, there are no changes to the Item 6 information previously filed.
13D
CUSIP No. 45332Y109 | Page 9 of 10 Pages |
Item 7. | Materials to be Filed as Exhibits. |
Exhibit No. |
Description | |
99.1 | Joint Filing Agreement, dated April 27, 2021, by and among the Reporting Persons (filed herewith). | |
99.2 | Second Amended and Restated Investors Rights Agreement, dated March 29, 2018, by and among the Issuer and certain of its stockholders (filed as Exhibit 4.2 to the Issuers Registration Statement on Form S-1 as filed with the Commission on February 21, 2020 (SEC File No. 333-236568) and incorporated herein by reference). | |
99.3 | Form of Lock-Up Agreement for certain directors, officers and other stockholders of the Issuer (included as Exhibit A to the form of Underwriting Agreement filed as Exhibit 1.1 to the Issuers Registration Statement on Form S-1 as filed with the Commission on May 18, 2020 (SEC File No. 333-236568) and incorporated herein by reference). | |
99.4 | Form of Indemnification Agreement by and between the Issuer and its directors and officers (filed as Exhibit 10.1 to the Issuers Registration Statement on Form S-1 as filed with the Commission on May 5, 2020 (SEC File No. 333-236568) and incorporated herein by reference). |
13D
CUSIP No. 45332Y109 | Page 10 of 10 Pages |
Signatures
After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this statement with respect to such person is true, complete and correct.
Dated: April 27, 2021 | COOPERATIEVE GILDE HEALTHCARE IV U.A. | |||||
By: | GILDE HEALTHCARE IV MANAGEMENT BV | |||||
Its: | Manager | |||||
By: | /s/ M.O.J.M. Perret | |||||
Name: | M.O.J.M. Perret | |||||
Title: | Managing Director | |||||
GILDE HEALTHCARE IV MANAGEMENT BV | ||||||
By: | /s/ M.O.J.M. Perret | |||||
Name: | M.O.J.M. Perret | |||||
Title: | Managing Director | |||||
GILDE HEALTHCARE HOLDING BV | ||||||
By: | /s/ M.O.J.M. Perret | |||||
Name: | M.O.J.M. Perret | |||||
Title: | Managing Director | |||||
/s/ Marc Olivier Perret | ||||||
Marc Olivier Perret | ||||||
/s/ Edwin de Graaf | ||||||
Edwin de Graaf | ||||||
MARTEMANSHURK BV | ||||||
By: | /s/ Pieter van der Meer | |||||
Name: | Pieter van der Meer | |||||
Title: | Managing Partner |
Annex A
Trading History
The following transactions were effected by Cooperatieve Gilde Healthcare IV U.A. in Common Stock since the most recent filing of this Schedule 13D:
Trade Date |
Amount Sold | Weighted Average Price Per Share |
||||||
4/15/2021 | 5,496 | $ | 106.07 | |||||
4/15/2021 | 14,497 | $ | 107.03 | |||||
4/15/2021 | 21,851 | $ | 108.20 | |||||
4/15/2021 | 29,873 | $ | 108.98 | |||||
4/15/2021 | 14,889 | $ | 109.77 | |||||
4/16/2021 | 16,198 | $ | 103.12 | |||||
4/16/2021 | 44,260 | $ | 104.13 | |||||
4/16/2021 | 38,881 | $ | 104.83 | |||||
4/16/2021 | 2,157 | $ | 106.00 | |||||
4/16/2021 | 1,665 | $ | 107.10 | |||||
4/16/2021 | 10 | $ | 107.56 | |||||
4/16/2021 | 1,363 | $ | 109.29 | |||||
4/19/2021 | 2,409 | $ | 101.57 | |||||
4/19/2021 | 54,808 | $ | 102.95 | |||||
4/19/2021 | 20,958 | $ | 103.48 | |||||
4/20/2021 | 6,748 | $ | 100.05 | |||||
4/20/2021 | 23,411 | $ | 100.92 | |||||
4/20/2021 | 9,790 | $ | 101.82 | |||||
4/20/2021 | 22,592 | $ | 103.05 | |||||
4/20/2021 | 2,524 | $ | 103.53 | |||||
4/21/2021 | 4,180 | $ | 102.03 | |||||
4/21/2021 | 1,460 | $ | 102.98 | |||||
4/21/2021 | 6,176 | $ | 104.32 | |||||
4/21/2021 | 41,898 | $ | 105.07 | |||||
4/21/2021 | 11,505 | $ | 105.85 | |||||
4/21/2021 | 401 | $ | 106.54 | |||||
4/22/2021 | 8,098 | $ | 103.99 | |||||
4/22/2021 | 11,110 | $ | 104.87 | |||||
4/22/2021 | 10,429 | $ | 105.99 | |||||
4/22/2021 | 17,210 | $ | 106.87 | |||||
4/22/2021 | 15,696 | $ | 107.77 | |||||
4/22/2021 | 992 | $ | 108.48 | |||||
4/23/2021 | 5,938 | $ | 106.94 | |||||
4/23/2021 | 26,801 | $ | 107.89 | |||||
4/23/2021 | 12,859 | $ | 108.69 | |||||
4/26/2021 | 3,455 | $ | 108.20 | |||||
4/26/2021 | 11,801 | $ | 109.19 | |||||
4/26/2021 | 26,010 | $ | 110.06 | |||||
4/26/2021 | 11,328 | $ | 110.95 | |||||
4/26/2021 | 28,310 | $ | 112.12 | |||||
4/26/2021 | 5,209 | $ | 112.70 |
All transactions were made in the open market.