| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Silk Road Medical Inc [ SILK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/05/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/05/2020 | S | 4,885,078(1) | D | $39(2) | 1,021,223(3)(4)(5) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In connection with the Issuer's public offering, 4,733,641 shares were sold by WP X Finance, L.P. ("WP X Finance"), and 151,437 shares were sold by Warburg Pincus X Partners, L.P. ("WPXP"), each to the underwriters of the public offering. |
| 2. Pursuant to an underwritten public offering of the Issuer's common stock (the "Offering"), on May 5, 2020, the Issuer, WP X Finance, 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. The per share sale price reported in this Form 4 does not reflect underwriting discounts. |
| 3. 989,570 of these shares are held by WP X Finance and 31,653 of these shares are held by WPXP. |
| 4. 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. |
| 5. (continuation from footnote 4) Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC") is the manager of WP X Finance, WPXP, and WP X. |
| Remarks: |
| Due to a 10-filer limitation, this is the first of two Forms 4 filed by entities related to WP X Finance, L.P. |
| See Exhibit 99.1 | 05/07/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
Signatures of Reporting Persons
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
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Name: Robert B. Knauss
Title: Partner
05/07/2020
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Date
**Signature of Reporting Person
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
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Name: Robert B. Knauss
Title: Partner
05/07/2020
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Date
**Signature of Reporting Person
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
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Name: Robert B. Knauss
Title: Partner
05/07/2020
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Date
**Signature of Reporting Person
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
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Name: Robert B. Knauss
Title: Partner
05/07/2020
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Date
**Signature of Reporting Person
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
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Name: Robert B. Knauss
Title: Partner
05/07/2020
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Date
**Signature of Reporting Person
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
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Name: Robert B. Knauss
Title: Partner
05/07/2020
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Date
**Signature of Reporting Person
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
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Title: Partner
05/07/2020
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Date
**Signature of Reporting Person
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
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Name: Robert B. Knauss
Title: Partner
05/07/2020
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Date
**Signature of Reporting Person
WARBURG PINCUS PARTNERS GP
LLC
By: Warburg Pincus & Co.,
its managing member
By: /s/ Robert B. Knauss
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Name: Robert B. Knauss
Title: Partner
05/07/2020
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Date
**Signature of Reporting Person
WARBURG PINCUS & CO.
By: /s/ Robert B. Knauss
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Name: Robert B. Knauss
Title: Partner
05/07/2020
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Date
**Signature of Reporting Person
WARBURG PINCUS LLC
By: /s/ Robert B. Knauss
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Name: Robert B. Knauss
Title: Managing Director
05/07/2020
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Date
**Signature of Reporting Person