Page 6 of 10 – SEC Filing
| CUSIP No. 875372 104 | 13D | Page 6 of 10 Pages |
EXPLANATORY NOTE: This Amendment No. 2 to Schedule 13D (the Amendment) is being filed
on behalf of Kim D. Blickenstaff (Mr. Blickenstaff) and the Kim Blickenstaff Revocable Trust dated April 15, 2010, which Mr. Blickenstaff is trustee (the Trust, and together with Mr. Blickenstaff, the
Reporting Persons) to amend the statement on Schedule 13D relating to the common stock, $0.001 par value per share (the Common Stock), of Tandem Diabetes, Inc., a Delaware corporation (the Issuer), as filed with
the Securities and Exchange Commission (the SEC) on November 26, 2013 (the Original Schedule 13D) and amended by the filing of Amendment No. 1 to Schedule 13D, as filed with the SEC on November 27, 2013
(Amendment No. 1, together with the Original Schedule 13D, the Previously Amended Schedule 13D). This Amendment is being filed to report the Trusts purchase of 1,600,000 shares of Common Stock in the Issuers public
offering that closed on March 28, 2017. The Previously Amended Schedule 13D is hereby amended and supplemented as detailed below and, except as amended and supplemented hereby, the Previously Amended Schedule 13D remains in full force and
effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to the terms in the Previously Amended Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Previously Amended Schedule
13D is hereby amended and restated in its entirety to read as follows:
Mr. Blickenstaff has the right to acquire 1,518,468 shares of Common
Stock upon the exercise of vested and unvested options that were granted without consideration in exchange for employment by the Issuer. Of this amount, 1,208,059 shares are issuable upon the exercise of options that are exercisable within 60 days
of the date hereof.
The Trust owns 2,007,939 shares of Common Stock, including (i) 407,939 shares of Common Stock received upon the conversion of the
Issuers preferred stock at the time of the Issuers initial public offering, and (ii) 1,600,000 shares of Common Stock purchased on March 28, 2017 in the Issuers firm commitment underwritten offering (the Public
Offering) at the public offering price of $1.25 per share. The source of funds for the purchase of the shares of Common Stock in the Public Offering was trust funds. The Trust also holds warrants to purchase in the aggregate 135,633 shares of
Common Stock.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Previously Amended Schedule 13D is hereby
amended and restated in its entirety to read as follows:
| (a) | Mr. Blickenstaff is the beneficial owner of an aggregate of 3,662,040 shares of Common Stock, representing 7.1% of the outstanding Common Stock. Mr. Blickenstaffs ownership is comprised of (i) 1,518,468 shares of Common Stock issuable upon the exercise of vested and unvested options, 1,208,059 of which are issuable upon the exercise of options that are exercisable within 60 days of the date hereof, (ii) 2,007,939 shares of Common Stock held by the Trust, and (iii) 135,633 shares of Common Stock underlying warrants held by the Trust. Mr. Blickenstaff is voluntarily reporting all shares underlying the options as beneficially owned by Mr. Blickenstaff on this Amendment regardless of the date on which such options vest. |
The Trust is the beneficial owner of an aggregate of 2,143,572 shares of Common Stock,
representing 4.3% of the outstanding Common Stock. The Trusts ownership is comprised of (i) 2,007,939 shares of Common Stock held by the Trust, and (ii) 135,633 shares of Common Stock underlying warrants held by the Trust.
