Filing Details
- Accession Number:
- 0001193125-18-042348
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-13 15:27:59
- Filed By:
- Okapi Ventures Ii, L.p.
- Company:
- Reshape Lifesciences Inc.
- Filing Date:
- 2018-02-13
- 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 |
|---|---|---|---|---|---|---|
| Okapi Ventures | 0 | 550,270 | 0 | 550,270 | 550,270 | 3.2% |
| Okapi Venture Partners | 0 | 550,270 | 0 | 550,270 | 550,270 | 3.2% |
| Okapi Ventures II | 0 | 341,235 | 0 | 341,235 | 341,235 | 2.0% |
| Okapi Ventures Partners II | 0 | 341,235 | 0 | 341,235 | 341,235 | 2.0% |
| Sharon Stevenson | 24,625 | 891,505 | 24,625 | 891,505 | 916,130 | 5.2% |
| Marc Averitt | 0 | 891,505 | 0 | 891,505 | 891,505 | 5.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Obalon Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
67424L100
(CUSIP Number)
December 31, 2017
(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).
Page 1 of 12
| CUSIP No. 67424L100 |
| 1. | Name of Reporting Persons
Okapi Ventures, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 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
550,270 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
550,270 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
550,270 (2) | |||||
| 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% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule 13G is filed by Okapi Ventures, L.P. (Fund I), Okapi Venture Partners, LLC (GP I) Okapi Ventures II, L.P. (Fund II), Okapi Venture Partners II, LLC (GP II) Sharon Stevenson (Stevenson) and Marc Averitt (Averitt and, together with Fund I, GP I, Fund II, GP II, and Stevenson, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | Consists of 546,233 shares held by Fund I and 4,037 shares issuable upon exercise of a warrant held by Fund I. GP I is the general partner of Fund I. GP I has voting and investment control over the shares held by Fund I. Stevenson and Averitt are the managing members of GP I. GP I, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund I. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 17,441,817 shares of Common Stock ) outstanding as of November 1, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 3, 2017. |
Page 2 of 12
| CUSIP No. 67424L100 |
| 1. | Name of Reporting Persons
Okapi Venture Partners, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 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
550,270 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
550,270 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
550,270 (2) | |||||
| 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% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule 13G is filed by Okapi Ventures, L.P. (Fund I), Okapi Venture Partners, LLC (GP I) Okapi Ventures II, L.P. (Fund II), Okapi Venture Partners II, LLC (GP II) Sharon Stevenson (Stevenson) and Marc Averitt (Averitt and, together with Fund I, GP I, Fund II, GP II, and Stevenson, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | Consists of 546,233 shares held by Fund I and 4,037 shares issuable upon exercise of a warrant held by Fund I. GP I is the general partner of Fund I. GP I has voting and investment control over the shares held by Fund I. Stevenson and Averitt are the managing members of GP I. GP I, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund I. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 17,441,817 shares of Common Stock outstanding as of November 1, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 3, 2017. |
Page 3 of 12
| CUSIP No. 67424L100 |
| 1. | Name of Reporting Persons
Okapi Ventures II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 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
341,235 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
341,235 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
341,235 (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
2.0% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule 13G is filed by Okapi Ventures, L.P. (Fund I), Okapi Venture Partners, LLC (GP I) Okapi Ventures II, L.P. (Fund II), Okapi Venture Partners II, LLC (GP II) Sharon Stevenson (Stevenson) and Marc Averitt (Averitt and, together with Fund I, GP I, Fund II, GP II, and Stevenson, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The shares are held by Fund II. GP II is the general partner of Fund II. GP II has voting and investment control over the shares held by Fund II. Stevenson and Averitt are the managing members of GP II. GP II, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund II. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 17,441,817 shares of Common Stock outstanding as of November 1, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 3, 2017. |
Page 4 of 12
| CUSIP No. 67424L100 |
| 1. | Name of Reporting Persons
Okapi Ventures Partners II, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 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
341,235 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
341,235 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
341,235 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
2.0% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule 13G is filed by Okapi Ventures, L.P. (Fund I), Okapi Venture Partners, LLC (GP I) Okapi Ventures II, L.P. (Fund II), Okapi Venture Partners II, LLC (GP II) Sharon Stevenson (Stevenson) and Marc Averitt (Averitt and, together with Fund I, GP I, Fund II, GP II, and Stevenson, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The shares are held by Fund II. GP II is the general partner of Fund II. GP II has voting and investment control over the shares held by Fund II. Stevenson and Averitt are the managing members of GP II. GP II, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund II. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 17,441,817 shares of Common Stock outstanding as of November 1, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 3, 2017. |
Page 5 of 12
| CUSIP No. 67424L100 |
| 1. | Name of Reporting Persons
Sharon Stevenson | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
24,625 (2) | ||||
| 6. | Shared Voting Power
891,505 (3) | |||||
| 7. | Sole Dispositive Power
24,625 (2) | |||||
| 8. | Shared Dispositive Power
891,505 (3) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
916,130 (2)(3) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.2% (2)(3)(4) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule 13G is filed by Okapi Ventures, L.P. (Fund I), Okapi Venture Partners, LLC (GP I) Okapi Ventures II, L.P. (Fund II), Okapi Venture Partners II, LLC (GP II) Sharon Stevenson (Stevenson) and Marc Averitt (Averitt and, together with Fund I, GP I, Fund II, GP II, and Stevenson, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | Consists of shares underlying options exercisable within 60 days of December 31, 2017. |
| (3) | The shares are held by Fund I and Fund II. GP I and GP II are the general partners of Fund I and Fund II respectively. GP I and GP II have voting and investment control over the shares held by Fund I and Fund II respectively. Stevenson and Averitt are the managing members of each of GP I and GP II. GP I, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund I. GP II, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund II. |
| (4) | The Common Stock beneficial ownership percentage is based on a total of 17,441,817 shares of Common Stock outstanding as of November 1, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 3, 2017. |
Page 6 of 12
| CUSIP No. 67424L100 |
| 1. | Name of Reporting Persons
Marc Averitt | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 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
891,505 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
891,505 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
891,505 (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.1% (3) | |||||
| 12 | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule 13G is filed by Okapi Ventures, L.P. (Fund I), Okapi Venture Partners, LLC (GP I) Okapi Ventures II, L.P. (Fund II), Okapi Venture Partners II, LLC (GP II) Sharon Stevenson (Stevenson) and Marc Averitt (Averitt and, together with Fund I, GP I, Fund II, GP II, and Stevenson, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The shares are held by Fund I and Fund II. GP I and GP II are the general partners of Fund I and Fund II respectively. GP I and GP II have voting and investment control over the shares held by Fund I and Fund II respectively. Stevenson and Averitt are the managing members of each of GP I and GP II. GP I, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund I. GP II, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund II. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 17,441,817 shares of Common Stock outstanding as of November 1, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 3, 2017. |
Page 7 of 12
Item 1.
| (a) | Name of Issuer |
Obalon Therapeutics, Inc.
| (b) | Address of Issuers Principal Executive Offices |
5421 Avenida Encinas, Suite F
Carlsbad, California 92008
Item 2.
| (a) | Name of Person Filing |
Okapi Ventures, L.P. (Fund I)
Okapi Ventures Partners, LLC (GP I)
Okapi Ventures II, L.P. (Fund II)
Okapi Ventures Partners II, LLC (GP II)
Sharon Stevenson (Stevenson)
Marc Averitt (Averitt)
| (b) | Address of Principal Business Office or, if none, Residence |
The address for each of Okapi Ventures, L.P., Okapi Ventures Partners, LLC, Okapi Ventures II, L.P., Okapi Ventures Partners II, LLC, Sharon Stevenson and Marc Averitt is 1590 S. Coast Highway, #10, Laguna Beach, CA 92651
| (c) | Citizenship |
All of the entities reporting on this Schedule 13G were organized in Delaware. Mr. Averitt and Ms. Stevenson are citizens of the United States.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
67424L100
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
Item 4. Ownership
| (a) | Amount beneficially owned as of December 31, 2017: |
| Beneficial Owner | Shares | Percent of Common | ||||||
| Stock (5) | ||||||||
| Fund I | 550,270 | (1) | 3.2 | % | ||||
| GP I (2) | 550,270 | 3.2 | % | |||||
| Fund II | 341,235 | 2.0 | % | |||||
| GP II (3) | 341,235 | 2.0 | % | |||||
Page 8 of 12
| Beneficial Owner | Shares | Percent of Common | ||||||
| Stock (5) | ||||||||
| Stevenson (2)(3) | 916,130 | (4) | 5.2 | % | ||||
| Averitt (2)(3) | 891,505 | 5.1 | % | |||||
| (1) | Includes 4,037 shares issuable upon exercise of a warrant held by Fund I. |
| (2) | The shares are held by Fund I. GP I is the general partner of Fund I. GP I has voting and investment control over the shares held by Fund I. Stevenson and Averitt are the managing members of GP I. GP I, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund I. |
| (3) | The shares are held by Fund II. GP II is the general partner of Fund II. GP II has voting and investment control over the shares held by Fund II. Stevenson and Averitt are the managing members of GP II. GP II, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund II. |
| (4) | Consists of shares underlying options exercisable within 60 days of December 31, 2017. |
| (5) | The Common Stock beneficial ownership percentage is based on a total of 17,441,817 shares of Common Stock outstanding as of November 1, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 3, 2017. |
| (b) | Number of shares as to which the person has: |
(i) Sole power to vote or to direct the vote
| Fund I | 0 | |||
| GP I | 0 | |||
| Fund II | 0 | |||
| GP II | 0 | |||
| Stevenson | 24,625 | (4) | ||
| Averitt | 0 |
(ii) Shared power to vote or to direct the vote
| Fund I | 550,270 | (1)(2) | ||
| GP I | 550,270 | (1)(2) | ||
| Fund II | 341,235 | (3) | ||
| GP II | 341,235 | (3) | ||
| Stevenson | 891,505 | (2)(3) | ||
| Averitt | 891,505 | (2)(3) |
(iii) Sole power to dispose or to direct the disposition of
| Fund I | 0 | |||
| GP I | 0 | |||
| Fund II | 0 | |||
| GP II | 0 | |||
| Stevenson | 24,625 | (4) | ||
| Averitt | 0 |
(iv) Shared power to dispose or to direct the disposition of
| Fund I | 550,270 | (1)(2) | ||
| GP I | 550,270 | (1)(2) | ||
| Fund II | 341,235 | (3) | ||
| GP II | 341,235 | (3) | ||
| Stevenson | 891,505 | (2)(3) | ||
| Averitt | 891,505 | (2)(3) |
| (1) | Includes 4,037 shares issuable upon exercise of a warrant held by Fund I. |
Page 9 of 12
| (2) | The shares are held by Fund I. GP I is the general partner of Fund I. GP I has voting and investment control over the shares held by Fund I. Stevenson and Averitt are the managing members of GP I. GP I, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund I. |
| (3) | The shares are held by Fund II. GP II is the general partner of Fund II. GP II has voting and investment control over the shares held by Fund II. Stevenson and Averitt are the managing members of GP II. GP II, Stevenson and Averitt may be deemed to indirectly beneficially own the securities held by Fund II. |
| (4) | Consists of shares underlying options exercisable within 60 days of December 31, 2017. |
| (5) | The Common Stock beneficial ownership percentage is based on a total of 17,441,817 shares of Common Stock outstanding as of November 1, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 3, 2017. |
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 the reporting person has 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
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of a Group
Not Applicable
Item 10. Certification
Not Applicable
Page 10 of 12
SIGNATURE
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.
Dated: February 12, 2018
| OKAPI VENTURES, L.P. | OKAPI VENTURES II, L.P. | |||||||
| By: | Okapi Venture Partners, LLC | By: | Okapi Venture Partners II, LLC | |||||
| Its: | General Partner | Its: | General Partner | |||||
| By: | /s/ Sharon Stevenson | By: | /s/ Sharon Stevenson | |||||
| Name: Sharon Stevenson | Name: Sharon Stevenson | |||||||
| Title: Managing Director | Title: Managing Director | |||||||
| OKAPI VENTURE PARTNERS, LLC | OKAPI VENTURE PARTNERS II, LLC | |||||||
| By: | /s/ Sharon Stevenson | By: | /s/ Sharon Stevenson | |||||
| Name: Sharon Stevenson | Name: Sharon Stevenson | |||||||
| Title: Managing Director | Title: Managing Director | |||||||
| By: | /s/ Sharon Stevenson | |||||||
| SHARON STEVENSON | ||||||||
| By: | /s/ Marc Averitt | |||||||
| MARC AVERITT | ||||||||
EXHIBITS
| A: | Joint Filing Agreement |
Page 11 of 12