ST FRANCIS MEDICAL TECHNOLOGIES INC - S-1/A - 20061122 - STOCKHOLDERS
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth certain information with respect
to beneficial ownership of our common stock, as of
September 30, 2006, by:
•
each beneficial owner of 5% or more of the outstanding shares of
our common stock;
•
each of our named executive officers;
•
each of our directors; and
•
all of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules
of the SEC. In computing the number of shares beneficially owned
by a person and the percentage ownership of that person, shares
of common stock subject to options or warrants held by that
person that are currently exercisable or exercisable within
60 days of September 30, 2006 are deemed outstanding,
but are not deemed outstanding for computing the percentage
ownership of any other person. To our knowledge, except as set
forth in the footnotes to this table and subject to applicable
community property laws, each person named in the table has sole
voting and investment power with respect to the shares set forth
opposite such person’s name. Except as otherwise indicated,
the address of each of the persons in this table is
c/o St. Francis Medical Technologies, Inc., 1201
Marina Village Parkway, Suite 200, Alameda, CA 94501.
Each stockholder’s percentage ownership before the offering
is based on 23,382,608 shares of our common stock
outstanding as of September 30, 2006 (as adjusted to
reflect at that date the conversion of all shares of our
preferred stock outstanding into 14,492,520 shares of
common stock). Each stockholder’s percentage ownership
after the offering is based
on shares
of our common stock outstanding immediately after the completion
of this offering. We have granted the underwriters an option to
purchase up to additional shares of our common stock to cover
over-allotments, if any, and the table below assumes no exercise
of that option.
Before the Offering
After the Offering
Percentage
Shares
Percentage
of Shares
Being
of Shares
Beneficial Owner
Shares
Outstanding
Offered
Shares
Outstanding
Holders of More than 5%
Entities affiliated with U.S. Venture
Partners
(1)
6,253,415
26.7
%
—
6,253,415
%
2735 Sand Hill Road
Menlo Park, CA 94025
Entities affiliated with Versant Venture Capital Fund
(2)
4,762,507
20.4
%
—
4,762,507
3000 Sand Hill Road, Bldg. 4, Suite 210
Menlo Park, CA 94025
Entities affiliated with Essex Woodlands Health
Ventures
(3)
All executive officers and directors as a group (13 persons)
16,515,541
70.6
—
16,515,541
*
Indicates ownership of less than 1%.
(1)
Represents: (a) 5,787,194 shares held by U.S. Venture Partners
VI, L.P., (b) 192,969 shares held by USVP VI Affiliates
Fund, L.P., (c) 177,552 shares held by USVP Entrepreneur
Partners VI, L.P. and (d) 95,700 shares held by 2180 Associates
Fund VI, L.P. Presidio Management Group VI, L.L.C. is the
general partner of each of U.S. Venture Partners VI, L.P., USVP
VI Affiliates Fund, L.P., USVP Entrepreneur Partners VI,
L.P. and 2180 Associates Fund VI, L.P. Presidio Management Group
VI, L.L.C. and its managing members may be deemed to share
voting and disposition control over the shares that the
previously listed funds hold, and each managing member of
Presidio Management Group VI, L.L.C. disclaims beneficial
ownership of such shares, except as to their pecuniary interest
therein. The managing members of Presidio Management Group VI,
L.L.C. are Irwin Federman, Steven Krausz, Stuart Phillips,
Jonathan Root and Philip Young.
(2)
Represents: (a) 4,381,507 shares held by Versant Venture Capital
I, L.P., (b) 200,025 shares held by Versant Affiliates
Fund
I-B,
L.P.,
(c) 95,250 shares held by Versant Affiliates Fund I-A, L.P. and
(d) 85,725 shares held by Versant Side Fund I, L.P. The people
who have investment control of the Versant Venture Capital I,
L.P., Versant Affiliates Fund I-B, L.P., Versant Affiliates Fund
I-A, L.P. and Versant Side Fund I, L.P. shares are Brian G.
Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link,
Barbara N. Lubash, Donald B Milder and Rebecca B. Robertson,
each of whom disclaims beneficial ownership except to the extent
of their pecuniary interest therein.
(3)
Represents 2,742,616 shares held by Essex Woodlands Health
Ventures Fund V, L.P. The people who have investment control of
the Essex Woodlands Health Ventures Fund V, L.P. shares are
James L. Currie, J. Douglas Eplett, Martin P. Sutter and
Immanuel Thangaraj, each of whom disclaims beneficial ownership
except to the extent of their pecuniary interest therein.
(4)
Represents: (a) 1,581,645 shares held by Henry Klyce,
(b) 75,000 shares held by the Genevieve Perrow Klyce
Irrevocable Trust, (c) 75,000 shares held by the
Matthew Arnold Klyce Irrevocable Trust,
(d) 425,000 shares held by Henry Adam R. Klyce and
Lisa H. Klyce, as Trustees of the Klyce Revocable Trust,
(e) 30,000 shares held by the Sybil Pegg Irrevocable
Trust and (f) 55,000 shares held by Henry A. Klyce and
Caroline P. Klyce, as Trustees of the Klyce Education Trust of
2002. Henry Klyce is a founder of ours, a former member of our
board of directors and our former President and Chief Executive
Officer.
(5)
Up to this number of shares may be sold if the underwriters
exercise their over-allotment option.
(6)
Mr. Winslow is a founder and former Vice President,
Engineering of ours.
(7)
As of September 30, 2006, 531,248 shares remain
subject to our repurchase right upon the termination of
Mr. Sidow’s employment.
(8)
As of September 30, 2006, 135,000 shares remain
subject to our repurchase right upon the termination of
Mr. Bates’ employment.
(9)
Represents 230,000 shares underlying options held by
Mr. Fair that are exercisable within 60 days of
September 30, 2006.
Represents: (a) 150,000 shares held by
Ms. Lysakowski and (b) 45,000 shares underlying
options held by Ms. Lysakowski that are exercisable within
60 days of September 30, 2006. As of
September 30, 2006, 85,650 shares remain subject to
our repurchase right upon the termination of
Ms. Lysakowski’s employment.
(11)
Represents: (a) 115,579 shares held by Dr. Yerby
and (b) 130,000 shares underlying options held by
Dr. Yerby that are exercisable within 60 days of
September 30, 2006.
(12)
As of September 30, 2006, 37,500 shares remain subject
to our repurchase right upon the termination of
Mr. Clapper’s membership on our board of directors.
(13)
As of September 30, 2006, 39,583 shares remain subject
to our repurchase right upon the termination of
Mr. Cutts’ membership on our board of directors.
(14)
Represents 4,381,507 shares held by Versant Venture Capital
Fund I, L.P., 200,025 shares held by Versant
Affiliates Fund
I-B,
L.P., 95,250 shares held by Versant Affiliates Fund
I-A,
L.P. and
85,725 shares held by Versant Side Fund
I-B,
L.P.
Dr. Jaffe is a managing director of Versant Ventures.
Dr. Jaffe disclaims beneficial ownership of these shares,
except to the extent of his pecuniary interest therein.
(15)
Represents: (a) 236,424 shares held by the Kaganov
Family Revocable Trust and Dr. Kaganov,
(b) 5,815,676 shares held by U.S. Venture
Partners VI, L.P., (c) 181,349 shares held by USVP
Entrepreneur Partners VI, L.P.,
(d) 162,589 shares held by USVP VI Affiliates
Fund, L.P. and (e) 93,801 shares held by 2180
Associates Fund VI, L.P. Since February 1996,
Dr. Kaganov has been an employee, venture partner, partner,
assignee or member of various entities generally known as
U.S. Venture Partners, or USVP, a venture capital firm,
including Presidio Management Group VI, LLC, the general partner
of the USVP VI funds that are stockholder of ours. Other than
the shares held by him individually and by the Kaganov Family
Revocable Trust, Dr. Kaganov does not have any voting or
investment power over the securities held by the USVP entities
and disclaims ownership of the securities held by these
entities, except as to his pecuniary interest therein.
(16)
Represents 2,742,616 shares held by Essex Woodlands Health
Ventures V, L.P. Mr. Sutter is a general partner of
Essex Woodlands Health Ventures. Mr. Sutter disclaims
beneficial ownership of these shares, except to the extent of
his proportionate partnership interest.
(17)
Represents 165,000 shares held by The Weinstein Living
Trust. As of September 30, 2006, 5,585 shares remain
subject to our repurchase right upon the termination of
Dr. Weinstein’s membership on our board of directors.
(18)
Represents: (a) 5,815,676 shares held by
U.S. Venture Partners VI, L.P.,
(b) 181,349 shares held by USVP Entrepreneur Partners
VI, L.P., (c) 162,589 shares held by USVP VI
Affiliates Fund, L.P. and (d) 93,801 shares held by
2180 Associates Fund VI, L.P. Mr. Young is a managing
member of Presidio Management Group VI, LLC, the general partner
of the aforementioned limited partnerships that are stockholders
of ours. Mr. Young does not have any voting or investment
power over the securities held by the USVP entities and
disclaims ownership of the securities held by these entities,
except as to his proportionate partnership interest therein.
Next Section
Previous Section