Sec Form 13D Filing - 5AM Ventures II LP filing for VIVEVE MED INC PAR $ (VIVE) - 2019-06-26

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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. o

* 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 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.

(1) This Schedule 13D is filed by 5AM Partners II, LLC (“5AM Partners II”), 5AM Ventures II, L.P. (“5AM II”),  5AM Co-Investors II, L.P. (“5AM Co-Investors II”), Dr. John D. Diekman (“Diekman”), Andrew J. Schwab (“Schwab”) and Dr. Scott M. Rocklage (“Rocklage” and, with 5AM Partners II, 5AM II, 5AM Co-Investors II, Diekman and Schwab, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) These shares are held by 5AM II.  Diekman, Schwab and Rocklage, as managing members of 5AM Partners II, share voting and investment authority over the shares held by 5AM II. 

(3) This calculation is based on 46,489,010 shares of Common Stock, par value $0.0001 per share, outstanding as of May 8, 2019, as reported in the Issuer’s 10-Q for quarterly period ended March 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2019.

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(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) These shares are held by 5AM Co-Investors II.  Diekman, Schwab and Rocklage, as managing members of 5AM Partners II, share voting and investment authority over the shares held by 5AM Co-Investors II.  .

(3) This calculation is based on 46,489,010 shares of Common Stock, par value $0.0001 per share, outstanding as of May 8, 2019, as reported in the Issuer’s 10-Q for quarterly period ended March 31, 2019, as filed with the SEC on May 9, 2019.

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(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes (i) 777,170 shares held by 5AM II; and (ii) 30,667 shares held by 5AM Co-Investors II.  Diekman, Schwab and Rocklage, as managing members of 5AM Partners II, share voting and investment authority over the shares held by 5AM II and 5AM Co-Investors II.

(3) This calculation is based on 46,489,010 shares of Common Stock, par value $0.0001 per share, outstanding as of May 8, 2019, as reported in the Issuer’s 10-Q for quarterly period ended March 31, 2019, as filed with the SEC on May 9, 2019.

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(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes (i) 777,170 shares held by 5AM II; and (ii) 30,667 shares held by 5AM Co-Investors II.  Diekman, Schwab and Rocklage, as managing members of 5AM Partners II, share voting and investment authority over the shares held by 5AM II and 5AM Co-Investors II.

(3) This calculation is based on 46,489,010 shares of Common Stock, par value $0.0001 per share, outstanding as of May 8, 2019, as reported in the Issuer’s 10-Q for quarterly period ended March 31, 2019, as filed with the SEC on May 9, 2019.

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(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes (i) 777,170 shares held by 5AM II; and (ii) 30,667 shares held by 5AM Co-Investors II.  Diekman, Schwab and Rocklage, as managing members of 5AM Partners II, share voting and investment authority over the shares held by 5AM II and 5AM Co-Investors II.

(3) This calculation is based on 46,489,010 shares of Common Stock, par value $0.0001 per share, outstanding as of May 8, 2019, as reported in the Issuer’s 10-Q for quarterly period ended March 31, 2019, as filed with the SEC on May 9, 2019.

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(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes (i) 777,170 shares held by 5AM II; and (ii) 30,667 shares held by 5AM Co-Investors II.  Diekman, Schwab and Rocklage, as managing members of 5AM Partners II, share voting and investment authority over the shares held by 5AM II and 5AM Co-Investors II.

(3) This calculation is based on 46,489,010 shares of Common Stock, par value $0.0001 per share, outstanding as of May 8, 2019, as reported in the Issuer’s 10-Q for quarterly period ended March 31, 2019, as filed with the SEC on May 9, 2019.

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Explanatory Note:    This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on October 3, 2014 and amended on June 1, 2015 (as amended, the “Schedule 13D”) by the Reporting Persons (as defined in the Scheduled 13D) with respect to shares of Common Stock, $0.0001 par value per share (“Common Stock”), of Viveve Medical, Inc., a Delaware corporation (the “Issuer”).

This Amendment No. 2 is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5% of the class of securities.  Except as amended or supplemented in this Amendment No. 2, all other information in the Schedule 13D is as set forth therein.  Information given in response to each item shall be deemed incorporated by reference to all other items, as applicable.  Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D.

The following Items of the Schedule 13D are hereby amended and restated as follows:

Item 5.   Interest in Securities of the Issuer

(a)-(b) The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of June 26, 2019:

(1)  Diekman, Schwab and Rocklage, as managing members of 5AM Partners II, share voting and investment authority over the shares held by 5AM II and 5AM Co-Investors II.

(2) This calculation is based on 46,489,010 shares of Common Stock, par value $0.0001 per share, outstanding as of May 8, 2019, as reported in the Issuer’s 10-Q for quarterly period ended March 31, 2019, as filed with the SEC on May 9, 2019.

(c)    None of the Reporting Persons has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days.

(d)    No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons.

(e)     The Reporting Persons ceased to be beneficial owners of more than 5% of the issued and outstanding Common Stock on March 22, 2017, by virtue of dilution of the Reporting Persons’ ownership, resulting from a registered public offering of Common Stock by the Issuer.

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SIGNATURES

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.

Date:  June 26, 2019

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