Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.)*

Ra Medical Systems, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title and Class of Securities)

74933X104

(CUSIP Number)

July 15, 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).

(1)

NAMES OF REPORTING PERSONS

Dean S. Irwin

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐(b) ☒

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS (see instructions)

PF, OO (See Item 3)

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

None (See Item 5)

(8)

SHARED VOTING POWER

3,131,089 shares (See Item 5)

(9)

SOLE DISPOSITIVE POWER

None (See Item 5)

(10)

SHARED DISPOSITIVE POWER

3,131,089 shares (See Item 5)

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,131,089 shares (See Item 5)

(12)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

24.1% (See Item 5)*

(14)

TYPE OF REPORTING PERSON (see instructions)

IN

*This number represents the percentage obtained by: dividing (a) the total number of shares of the Issuer’s Common Stock being reported in this Statement (3,131,089) by (b) the number of shares of the Issuer’s Common Stock outstanding on May 10, 2019 (12,928,773), based on information publicly disclosed by the Issuer, on a fully diluted basis for the Reporting Persons only.

(1)

NAMES OF REPORTING PERSONS

Melissa Burstein

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐(b) ☒

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS (see instructions)

PF, OO (See Item 3)

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

None (See Item 5)

(8)

SHARED VOTING POWER

3,131,089  shares (See Item 5)

(9)

SOLE DISPOSITIVE POWER

None (See Item 5)

(10)

SHARED DISPOSITIVE POWER

3,131,089 shares (See Item 5)

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,131,089 shares (See Item 5)

(12)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

24.1% (See Item 5)*

(14)

TYPE OF REPORTING PERSON (see instructions)

IN

*This number represents the percentage obtained by: dividing (a) the total number of shares of the Issuer’s Common Stock being reported in this Statement (3,131,089) by (b) the number of shares of the Issuer’s Common Stock outstanding on May 10, 2019 (12,928,773), based on information publicly disclosed by the Issuer, on a fully diluted basis for the Reporting Persons only.

(1)

NAMES OF REPORTING PERSONS

Dean Irwin and Melissa Burstein Trust

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐(b) ☒

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS (see instructions)

PF, OO (See Item 3)

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

None (See Item 5)

(8)

SHARED VOTING POWER

3,131,089 shares (See Item 5)

(9)

SOLE DISPOSITIVE POWER

None (See Item 5)

(10)

SHARED DISPOSITIVE POWER

3,131,089 shares (See Item 5)

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,131,089 shares (See Item 5)

(12)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

24.1% (See Item 5)*

(14)

TYPE OF REPORTING PERSON (see instructions)

PN

*This number represents the percentage obtained by: dividing (a) the total number of shares of the Issuer’s Common Stock being reported in this Statement (3,131,089) by (b) the number of shares of the Issuer’s Common Stock outstanding on May 10, 2019 (12,928,773), based on information publicly disclosed by the Issuer, on a fully diluted basis for the Reporting Persons only.

(a)

This Statement is being filed jointly by (i) The Dean Irwin and Melissa Burstein Trust, (ii) Dean Irwin, a natural person and citizen of the United States and (iii) Melissa Burstein, a natural person and citizen of the United States. The Dean Irwin and Melissa Burstein Trust, Dean Irwin and Melissa Burstein are collectively referred to herein as the “Reporting Persons.” The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 1.

(b)

The address of the principal business and principal office of each of the Reporting Persons is 2070 Las Palmas, Carlsbad, CA 92011.

(c)

The principal business of The Dean Irwin and Melissa Burstein Trust is investment. Dean Irwin is the Chairman and Chief Executive Officer of the Issuer. Melissa Burstein is Vice President of the Issuer.

(d)

During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person 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 violation with respect to such laws.

(a)

and b. (b)2,803,852 shares are held of record by the Dean Irwin and Melissa Burstein Family Trust. Dean Irwin and Melissa Burstein each serve as co-trustees of the Dean Irwin and Melissa Burstein Family Trust..

(c)

The information set forth in Item 3 above is hereby incorporated by reference in response to this Item 5(c).

(d)

To the knowledge of the Reporting Persons, other than as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it.

(e)

Not applicable.

Exhibit
Number

Description

1

Joint Filing Agreement.

2

Form of Indemnification Agreement (filed as Exhibit 10.2 to Registration Statement File No. 333-226191 and incorporated herein by reference)

3

Ra Medical Systems, Inc. 2018 Equity Incentive Plan and Forms of Award Agreement thereunder filed as Exhibit 10.4 to Registration Statement File No. 333-226191 and incorporated herein by reference)

4

Change in Control and Severance Agreement, by and between the Registrant and Dean Irwin, dated as of July 13, 2018 filed as Exhibit 10.8 to Registration Statement File No. 333-226191 and incorporated herein by reference)

5

Change in Control and Severance Agreement, by and between the Registrant and Melissa Burstein, dated as of July 13, 2018 filed as Exhibit 10.9 to Registration Statement File No. 333-226191 and incorporated herein by reference)