Filing Details
- Accession Number:
- 0001564590-19-006924
- Form Type:
- 13D Filing
- Publication Date:
- 2019-03-08 12:48:16
- Filed By:
- Williams Gregg
- Company:
- Vivani Medical Inc. (NASDAQ:VANI)
- Filing Date:
- 2019-03-08
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Gregg Williams | 125,931,419 | 0 | 125,931,419 | 0 | 125,931,419 | 76.03% |
| Gregg Williams | 41,100,124 | 0 | 41,100,124 | 0 | 41,100,124 | 24.81% |
| Sam Williams Family Investments | 4,358,082 | 0 | . | 0 | 4,358,082 | 3.51% |
| Williams International Co | 56,732,872 | 0 | 4,358,082 | 0 | 56,732,872 | 34.25% |
| Sam B Williams 1995 Generation-Skipping Trust | 23,740,341 | 0 | 56,732,872 | 0 | 23,740,341 | 14.33% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
| Second Sight Medical Products Inc. |
|
|
| (Name of Issuer) |
|
|
| Common Stock, no par value |
|
|
| (Title of Class of Securities) |
|
|
| 81362J100 |
| (CUSIP Number) |
|
|
| Gregg Williams |
| 12744 San Fernando Road, Suite 400 |
| Sylmar, CA 91342 |
| (818) 833-5000 |
|
|
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
With copies to:
Aaron A. Grunfeld
Law Offices of Aaron A. Grunfeld & Associates
11111 Santa Monica Boulevard, Suite 1840
Los Angeles, California 90025
(310) 788-7577
| February 22, 2019 |
|
|
| (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 which 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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*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 (however, see the Notes).
CUSIP NUMBER: 81362J100
| 1. | Names of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) |
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions) | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| ☐ |
| 6. | Citizenship or Place of Organization | |
| Number of | 7. | Sole Voting Power 125,931,419 (1)
|
| 8. | Shared Voting Power
| |
| 9. | Sole Dispositive Power 125,931,419 (1)
| |
| 10. | Shared Dispositive Power |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
| |
| 14. | Type of Reporting Person (See Instructions) | |
|
| (1) | Includes (i) 27,391,326 shares of common stock and warrants to purchase 13,708,798 shares of common stock held by Gregg Williams 2006 Trust, a trust of which Mr. Williams is trustee, (ii) 29,108,563 shares of common stock and warrants to purchase 27,624,309 shares of common stock held by Williams International Co. LLC, whose manager is Mr. Williams, (iii) 4,358,082 shares held by Sam Williams Family Investments LLC, whose manager is Mr. Williams, and (iv) 16,834,264 shares of common stock and warrants to purchase 6,906,077 shares of common stock held by the Sam B. Williams 1995 Generation-Skipping Trust, a trust of which Mr. Williams is trustee. |
|
| (2) | Beneficial ownership is based upon 165,634,424 shares of common stock after giving effect to (i) 124,197,961 shares outstanding and to (ii) warrants currently exercisable to purchase 48,239,184 shares of common stock. |
CUSIP NUMBER: 81362J100
| 1. | Names of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) |
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions) | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| ☐ |
| 6. | Citizenship or Place of Organization | |
| Number of | 7. | Sole Voting Power 41,100,124 (3)
|
| 8. | Shared Voting Power
| |
| 9. | Sole Dispositive Power 41,100,124 (3)
| |
| 10. | Shared Dispositive Power |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
| |
| 14. | Type of Reporting Person (See Instructions) | |
|
| (3) | Shares beneficially owned include 27,391,326 shares of common stock and warrants to purchase 13,708,798 shares of common stock, as to which collectively Mr. Williams has sole voting and sole dispositive power. |
|
| (4) | Beneficial ownership based upon shares of common stock as set forth in footnote 2 above. |
|
| -3- |
|
CUSIP NUMBER: 81362J100
| 1. | Names of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) |
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions) | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| ☐ |
| 6. | Citizenship or Place of Organization | |
| Number of | 7. | Sole Voting Power 4,358,082
|
| 8. | Shared Voting Power
| |
| 9. | Sole Dispositive Power 4,358,082
| |
| 10. | Shared Dispositive Power |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
| |
| 14. | Type of Reporting Person (See Instructions) | |
|
| (5) | Beneficial ownership based upon 124,197,961 shares of common stock outstanding; Mr. Williams has sole voting and dispositive power for shares held by this Reporting Person. |
|
| -4- |
|
CUSIP NUMBER: 81362J100
| 1. | Names of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) |
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions) | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| ☐ |
| 6. | Citizenship or Place of Organization | |
| Number of | 7. | Sole Voting Power 56,732,872 (6)
|
| 8. | Shared Voting Power
| |
| 9. | Sole Dispositive Power 56,732,872 (6)
| |
| 10. | Shared Dispositive Power |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
| |
| 14. | Type of Reporting Person (See Instructions) | |
|
|
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| (6) | Shares beneficially owned include 29,108,563 shares of common stock and warrants to purchase 27,624,309 shares of common stock, as to which collectively Mr. Williams has sole voting and sole dispositive power. |
|
| (7) | Beneficial ownership based upon shares of common stock as set forth in footnote 2 above; Mr. Williams has sole voting and sole dispositive power of the shares held by this Reporting Person. |
CUSIP NUMBER: 81362J100
| 1. | Names of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) |
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions) | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| ☐ |
| 6. | Citizenship or Place of Organization | |
| Number of | 7. | Sole Voting Power 23,740,341 (8)
|
| 8. | Shared Voting Power
| |
| 9. | Sole Dispositive Power 23,740,341 (8)
| |
| 10. | Shared Dispositive Power |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
| |
| 14. | Type of Reporting Person (See Instructions) | |
|
| (8) | Shares beneficially owned include 16,834,264 shares of common stock and warrants to purchase 6,906,077 shares of common stock, as to which collectively Mr. Williams has sole voting and sole dispositive power. |
|
| (9) | Beneficial ownership based upon shares of common stock as set forth in footnote 2 above; Mr. Williams has sole voting and sole dispositive power over the shares held by this Reporting Person. |
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| -5- |
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Explanatory Note: Gregg G. Williams 2006 Trust, Williams International Co. LLC and the Sam B. Williams 1995 Generation-Skipping Trust, entities of which Gregg G. Williams is trustee or a manager (“Purchasers”), acquired 41,436,463 shares of common stock and warrants to purchase additional 41,436,463 shares of common stock of the Issuer, in the aggregate, in the rights offering of units, each unit consisting of one share of common stock and one warrant to purchase one additional share of common stock (the “Rights Offering”) at a price of $0.724 per unit for a total purchase price of $29,999,999.21. See Issuer’s Form 8-K filed February 22, 2019.
This Amendment No. 6 amends the Schedule 13D, as previously amended and filed on December 20, 2018, as specifically set forth herein.
|
| ITEM 1. | SECURITY AND ISSUER |
This statement on Schedule 13D relates to the common stock, no par value (the “Common Stock”), of Second Sight Medical Products Inc., a California corporation (the “Issuer”). The principal executive offices of the Issuer are located at 12744 San Fernando Road, Suite 400, Sylmar, CA 91342.
The Reporting Persons (as defined below) beneficially own 125,931,419 shares of Common Stock (the “Shares”), which includes: 77,692,235 shares of Common Stock and currently exercisable warrants to purchase 48,239,184 shares of common stock.
The Shares represent beneficial ownership of approximately 76.03% of the outstanding shares of Common Stock. See footnote 2 above.
|
| ITEM 2. | IDENTITY AND BACKGROUND |
(a), (f) This statement is being filed by:
(i) Gregg Williams, an individual;
(ii) Gregg G. Williams 2006 Trust, a trust (“Williams Trust”);
(iii) Sam Williams Family Investments LLC, a Michigan limited liability company (“Williams LLC”);
(iv) Williams International Co. LLC, a Michigan limited liability company (“Williams International”); and
(v) Sam B. Williams 1995 Generation-Skipping Trust (“GST” and together with Mr. Williams, the Williams Trust, Williams LLC, and Williams International, the “Reporting Persons”)
(b) The address of the principal business and principal office of each of the Reporting Persons is P.O. Box 200, Walled Lake, Michigan 48390.
(c) Mr. Williams has been the Chief Executive Officer at Williams International, a leading developer and manufacturer of small gas turbine engines, since April 2005, and has been a member of the Board of Directors of the Issuer since June 2009.
(d), (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) Mr. Williams is a citizen of the United States.
|
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The Shares were acquired with the personal funds of the Reporting Persons.
|
| -6- |
|
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| ITEM 4. | PURPOSE OF THE TRANSACTION. |
The Reporting Persons, directly or indirectly through certain affiliates, acquired the shares and the warrants of the Issuer for investment purposes and not with a view toward or having the effect of directing or changing control over the Issuer. Nevertheless, as a result of his appointment in March 2018 as the non-executive Chairman of the Board of Directors and his beneficial share ownership of over 75% of the Common Stock, Mr. Williams is deemed to control the Issuer. Mr. Williams has at all times from immediately prior to and since the initial public offering of the Common Stock in November 2014 been a principal shareholder and director of the Issuer and is a member of the family which co-founded the Issuer.
The Reporting Persons will continue to evaluate their ownership, investment and voting position in the Issuer and they currently expect to continue holding Issuer’s securities for investment. Moreover, they may acquire additional securities of the Issuer, upon terms which they consider to be favorable, in open market and in privately-negotiated transactions.
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| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
(a)(i) Gregg Williams is the beneficial owner of an aggregate of 125,931,419 or 76.03% of the Issuer’s outstanding shares of Common Stock, including currently exercisable warrants to purchase 48,239,184 shares of common stock.
(ii) Gregg G. Williams 2006 Trust is the beneficial owner of an aggregate of 41,100,124 or 24.81% of the Issuer’s shares, including currently exercisable warrants to purchase 13,708,798 shares of Common Stock.
(iii) Sam Williams Family Investments LLC is the beneficial owner of an aggregate 4,358,082 or 3.51% of the Issuer’s shares.
(iv) Williams International Co. LLC is the beneficial owner of an aggregate 56,732,872 or 34.25% of the Issuer’s shares.
(v) GST is the beneficial owner of an aggregate 23,740,341 or 14.33% of the Issuer’s shares.
(b) Mr. Williams has power to vote or direct the vote and sole power to dispose or direct the disposition of the shares and warrants owned by the Reporting Persons.
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| -7- |
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None
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| ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS. |
None
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| -8- |
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
| Date: March 7, 2019 |
|
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| /s/Gregg Williams |
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| Gregg Williams |
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| GREGG WILLIAMS 2006 TRUST |
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| Date: March 7, 2019 | /s/Gregg Williams |
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| By: Gregg Williams |
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| Its: Trustee |
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| SAM WILLIAMS FAMILY INVESTMENTS LLC |
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| Date: March 7, 2019 | /s/Gregg Williams |
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| By: Gregg Williams |
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| Its: Manager |
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| WILLIAMS INTERNATIONAL CO. LLC |
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| Date: March 7, 2019 | /s/Gregg Williams |
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| By: Gregg Williams |
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| Its: Manager |
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| SAM B WILLIAMS 1995 GENERATION-SKIPPING TRUST |
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| Date: March 7, 2019 | /s/Gregg Williams |
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| By: Gregg Williams |
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| Its: Trustee |
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| -9- |
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