Filing Details
- Accession Number:
- 0001193125-20-136635
- Form Type:
- 13G Filing
- Publication Date:
- 2020-05-07 20:43:33
- Filed By:
- Wp X Finance, L.p.
- Company:
- Silk Road Medical Inc (NASDAQ:SILK)
- Filing Date:
- 2020-05-08
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| WP X FINANCE | 0 | 989,570 | 0 | 989,570 | 989,570 | 3.2% |
| WPX GP | 0 | 989,570 | 0 | 989,570 | 989,570 | 3.2% |
| WARBURG PINCUS PRIVATE EQUITY X | 0 | 989,570 | 0 | 989,570 | 989,570 | 3.2% |
| WARBURG PINCUS X PARTNERS | 0 | 31,653 | 0 | 31,653 | 31,653 | 0.1% |
| WARBURG PINCUS X | 0 | 1,021,223 | 0 | 1,021,223 | 1,021,223 | 3.3% |
| WARBURG PINCUS X GP | 0 | 1,021,223 | 0 | 1,021,223 | 1,021,223 | 3.3% |
| WPP GP | 0 | 1,021,223 | 0 | 1,021,223 | 1,021,223 | 3.3% |
| WARBURG PINCUS PARTNERS | 0 | 1,021,223 | 0 | 1,021,223 | 1,021,223 | 3.3% |
| WARBURG PINCUS PARTNERS GP | 0 | 1,021,223 | 0 | 1,021,223 | 1,021,223 | 3.3% |
| WARBURG PINCUS CO | 0 | 1,021,223 | 0 | 1,021,223 | 1,021,223 | 3.3% |
| WARBURG PINCUS | 0 | 1,021,223 | 0 | 1,021,223 | 1,021,223 | 3.3% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Silk Road Medical, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
82710M100
(CUSIP Number)
May 5, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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
WP X FINANCE, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) a. ☐ b. ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
989,570 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
989,570 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
989,570 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
3.2% | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
| 1 | Names of reporting persons
WPX GP, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) a. ☐ b. ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
989,570 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
989,570 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
989,570 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
3.2% | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
3
| 1 | Names of reporting persons
WARBURG PINCUS PRIVATE EQUITY X, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) a. ☐ b. ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
989,570 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
989,570 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
989,570 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
3.2% | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
4
| 1 | Names of reporting persons
WARBURG PINCUS X PARTNERS, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) a. ☐ b. ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
31,653 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
31,653 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
31,653 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
0.1% | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
5
| 1 | Names of reporting persons
WARBURG PINCUS X, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) a. ☐ b. ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
1,021,223 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,021,223 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,021,223 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
3.3% | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
6
| 1 | Names of reporting persons
WARBURG PINCUS X GP L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) a. ☐ b. ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
1,021,223 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,021,223 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,021,223 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
3.3% | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
7
| 1 | Names of reporting persons
WPP GP LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) a. ☐ b. ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
1,021,223 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,021,223 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,021,223 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
3.3% | |||||
| 12 | Type of reporting person (see instructions)
OO | |||||
8
| 1 | Names of reporting persons
WARBURG PINCUS PARTNERS, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) a. ☐ b. ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
1,021,223 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,021,223 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,021,223 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
3.3% | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
9
| 1 | Names of reporting persons
WARBURG PINCUS PARTNERS GP LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) a. ☐ b. ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
1,021,223 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,021,223 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,021,223 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
3.3% | |||||
| 12 | Type of reporting person (see instructions)
OO | |||||
10
| 1 | Names of reporting persons
WARBURG PINCUS & CO. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) a. ☐ b. ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
NEW YORK | |||||
| Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
1,021,223 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,021,223 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,021,223 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
3.3% | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
11
| 1 | Names of reporting persons
WARBURG PINCUS LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) a. ☐ b. ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
NEW YORK | |||||
| Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
1,021,223 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,021,223 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,021,223 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
3.3% | |||||
| 12 | Type of reporting person (see instructions)
OO | |||||
12
| Item 1 (a) | Name of Issuer: |
Silk Road Medical, Inc.
| Item 1 (b) | Address of Issuers Principal Executive Offices: |
1213 Innsbruck Dr.
Sunnyvale, CA 94089-2918
| Item 2 (a) | Name of Person Filing: |
| a) | WP X FINANCE, L.P. |
| b) | WPX GP, L.P. |
| c) | WARBURG PINCUS PRIVATE EQUITY X, L.P. |
| d) | WARBURG PINCUS X PARTNERS, L.P. |
| e) | WARBURG PINCUS X, L.P. |
| f) | WARBURG PINCUS X GP L.P. |
| g) | WPP GP LLC |
| h) | WARBURG PINCUS PARTNERS, L.P. |
| i) | WARBURG PINCUS PARTNERS GP LLC |
| j) | WARBURG PINCUS & CO. |
| k) | WARBURG PINCUS LLC |
The persons listed above are collectively referred to herein as the Reporting Persons.
| Item 2 (b) | Address of Principal Business Office or, if None, Residence: |
c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
| Item 2 (c) | Citizenship: |
Citizenship is set forth in Row 4 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons.
| Item 2 (d) | Title of Class of Securities: |
Common Stock, par value $0.001 per share
| Item 2 (e) | CUSIP Number: |
82710M100
| Item 3 | Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the Exchange Act). |
| Item 4 | Ownership: |
The information required by Items 4(a)-4(c) is set forth in Rows 5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons. The ownership percentages set forth therein and below are based on 31,353,906 shares of common stock outstanding as of February 28, 2020, as reported in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2020.
Pursuant to an underwritten public offering of the Issuers common stock (the Offering), on May 5, 2020, the Issuer, WP X Finance, L.P. (WP X Finance), Warburg Pincus X Partners, L.P. (WPXP) and the underwriters of the Offering (the Underwriter), entered into an Underwriting Agreement (the Underwriting Agreement). Pursuant to the Underwriting Agreement, WP X Finance and WPXP sold an aggregate of 4,885,078 shares of common stock of the Issuer to the Underwriters.
As of May 7, 2020, 989,570 shares of the Issuers common stock, or 3.2%, are held by WP X Finance and 31,653 shares of the Issuers common stock, or 0.1%, are held by WPXP. WPX GP, L.P., a Delaware limited partnership (WPX GP), is the managing general partner of WP X Finance. Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (WP X), is the general partner of WPX GP. Warburg Pincus X, L.P., a Delaware limited partnership (WPX LP), is the general partner of WP X and WPXP. Warburg Pincus X GP L.P., a Delaware limited partnership (WP X GP LP), is the general partner of WPX LP. WPP GP LLC, a Delaware limited liability company (WPP GP), is the general partner of WP X GP LP. Warburg Pincus Partners, L.P., a Delaware limited partnership (WP Partners), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company (WP Partners GP), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership, is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company is the manager of WP X Finance, WPXP, and WP X. Each Reporting Entity expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer in excess of its economic interest therein.
Following the completion of the Offering, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuers common stock.
| Item 5 | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof certain of the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person: |
Not Applicable.
14
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Not Applicable.
| Item 8 | Identification and Classification of Members of the Group: |
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Exchange Act. The joint filing agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.1.
Each Reporting Entity expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer in excess of its economic interest therein.
| Item 9 | Notice of Dissolution of Group: |
Not Applicable.
| Item 10 | Certifications: |
Not Applicable.
15
INDEX TO EXHIBITS
| Exhibit No. | Exhibit | |
| 99.1 | Joint Filing Agreement, dated February 7, 2020 (incorporated by reference to Schedule 13G, filed with the SEC on February 7, 2020). |
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: May 7, 2020
| WP X FINANCE, L.P. | ||
| By: WPX GP, L.P., its managing general partner | ||
| By: Warburg Pincus Private Equity X, L.P., its general partner | ||
| By: Warburg Pincus X, L.P., its general partner | ||
| By: Warburg Pincus X GP L.P., its general partner | ||
| By: WPP GP LLC, its general partner | ||
| By: Warburg Pincus Partners, L.P., its managing member | ||
| By: Warburg Pincus Partners GP LLC, its general partner | ||
| By: Warburg Pincus & Co., its managing member | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Partner | |
| WPX GP, L.P. | ||
| By: Warburg Pincus Private Equity X, L.P., its general partner | ||
| By: Warburg Pincus X, L.P., its general partner | ||
| By: Warburg Pincus X GP L.P., its general partner | ||
| By: WPP GP LLC, its general partner | ||
| By: Warburg Pincus Partners, L.P., its managing member | ||
| By: Warburg Pincus Partners GP LLC, its general partner | ||
| By: Warburg Pincus & Co., its managing member | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Partner | |
| WARBURG PINCUS PRIVATE EQUITY X, L.P. | ||
| By: Warburg Pincus X, L.P., its general partner | ||
| By: Warburg Pincus X GP L.P., its general partner | ||
| By: WPP GP LLC, its general partner | ||
| By: Warburg Pincus Partners, L.P., its managing member | ||
| By: Warburg Pincus Partners GP LLC, its general partner | ||
| By: Warburg Pincus & Co., its managing member | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Partner | |
| WARBURG PINCUS X PARTNERS, L.P. | ||
| By: Warburg Pincus X, L.P., its general partner | ||
| By: Warburg Pincus X GP L.P., its general partner | ||
| By: WPP GP LLC, its general partner | ||
| By: Warburg Pincus Partners, L.P., its managing member | ||
| By: Warburg Pincus Partners GP LLC, its general partner | ||
| By: Warburg Pincus & Co., its managing member | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Partner | |
18
| WARBURG PINCUS X, L.P. | ||
| By: Warburg Pincus X GP L.P., its general partner | ||
| By: WPP GP LLC, its general partner | ||
| By: Warburg Pincus Partners, L.P., its managing member | ||
| By: Warburg Pincus Partners GP LLC, its general partner | ||
| By: Warburg Pincus & Co., its managing member | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Partner | |
| WARBURG PINCUS X GP L.P. | ||
| By: WPP GP LLC, its general partner | ||
| By: Warburg Pincus Partners, L.P., its managing member | ||
| By: Warburg Pincus Partners GP LLC, its general partner | ||
| By: Warburg Pincus & Co., its managing member | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Partner | |
| WPP GP LLC | ||
| By: Warburg Pincus Partners, L.P., its managing member | ||
| By: Warburg Pincus Partners GP LLC, its general partner | ||
| By: Warburg Pincus & Co., its managing member | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Partner | |
19
| WARBURG PINCUS PARTNERS, L.P. | ||
| By: Warburg Pincus Partners GP LLC, its general partner | ||
| By: Warburg Pincus & Co., its managing member | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Partner | |
| WARBURG PINCUS PARTNERS GP LLC | ||
| By: Warburg Pincus & Co., its managing member | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Partner | |
| WARBURG PINCUS & CO. | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Partner | |
| WARBURG PINCUS LLC | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Managing Director | |
20