CUSIP No. 76133C 103
|
13G | Page 2 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Clarus Lifesciences II, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
12.34%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 76133C 103
|
13G | Page 3 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Clarus Ventures II GP, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
12.34%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 76133C 103
|
13G | Page 4 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Clarus Ventures II, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
12.34%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 76133C 103
|
13G | Page 5 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Robert Liptak
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
12.34%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 76133C 103
|
13G | Page 6 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Nicholas Simon
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
12.34%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 76133C 103
|
13G | Page 7 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Nicholas Galakatos
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
12.34%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 76133C 103
|
13G | Page 8 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Dennis Henner
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
12.34%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 76133C 103
|
13G | Page 9 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Kurt Wheeler
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,569,986 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
12.34%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 76133C 103
|
13G | Page 10 of 14 Pages |
Item1(a).
|
Name of Issuer: Restoration Robotics, Inc. (the "Issuer").
|
Item1(b).
|
Address of Issuer's Principal Executive Offices:
|
Item2(a).
|
Name of Persons Filing: Clarus Lifesciences II, L.P. ("Clarus II"), Clarus Ventures II GP, L.P. ( "Clarus II GP"), Clarus Ventures II, LLC ("Clarus II GPLLC"), Robert Liptak ("Liptak"), Nicholas Simon ("Simon"), Nicholas Galakatos ("Galakatos"), Dennis Henner ("Henner") and Kurt Wheeler ("Wheeler"), (each, a "Reporting Person" and collectively, the "Reporting Persons.") Clarus II GP is the sole general partner of Clarus II. Clarus II GPLLC is the sole general partner of Clarus II GP. Liptak, Simon, Galakatos, Henner and Wheeler, (collectively, the "Managers") are all of the managing directors of Clarus II GPLLC.
|
Item2(b).
|
Address of Principal Business Office or, if None, Residence: The address of the principal business office of the Reporting Persons is Clarus Ventures, 101 Main Street, Suite 1210, Cambridge, MA 02142.
|
Item2(c).
|
Citizenship: Clarus II and Clarus II GP are limited partnerships organized under the laws of the State of Delaware. Clarus II GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of Liptak, Simon, Galakatos, Henner and Wheeler is a United States Citizen.
|
Item2(d).
|
Title of Class of Securities: Common Stock, $0.0001 par value per share ("Common Stock").
|
Item2(e).
|
CUSIP Number: 76133C 103
|
Item3.
|
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:
|
Item4.
|
Ownership.
|
(a)
|
Amount Beneficially Owned: Clarus II is the record owner of 3,569,986 shares of Common Stock (the "Record Shares"). As the general partner of Clarus II, Clarus II GP may be deemed to own beneficially the Record Shares. As the general partner of Clarus II GP, Clarus II GPLLC likewise may be deemed to own beneficially the Record Shares. As the managing directors of Clarus II GPLLC, each of the Managers also may be deemed to own beneficially the Record Shares.
|
(b)
|
Percent of Class: See Line 11 of the cover sheets. The percentages relating to beneficial ownership of Common Stock are based on 28,930,095 shares of Common Stock reported to be outstanding as of October 31, 2017 on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017.
|
(i) | sole power to vote or to direct the vote: see line 5 of cover sheets. |
(ii) | shared power to vote or to direct the vote: see line 6 of cover sheets. |
(iii) | sole power to dispose or to direct the disposition: see line 7 of cover sheets. |
(iv) | shared power to dispose or to direct the disposition: see line 8 of cover sheets. |
CUSIP No. 76133C 103
|
13G | Page 11 of 14 Pages |
Item5.
|
Ownership of Five Percent or Less of a Class.
|
Item6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item8.
|
Identification and Classification of Members of the Group.
|
Item9.
|
Notice of Dissolution of Group.
|
Item10.
|
Certification.
|
CUSIP No. 76133C 103
|
13G | Page 12 of 14 Pages |
CLARUS LIFESCIENCES II, L.P.
By: Clarus Ventures II GP, L.P., its general partner
By: Clarus Ventures II, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES II GP, L.P.
By: Clarus Ventures II, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES II, LLC
By: /s/ Robert Liptak
|
Manager
|
|
* |
Nicholas Galakatos
|
*
|
Dennis Henner
|
/s/ Robert Liptak
|
Robert Liptak
|
*
|
Nicholas Simon
|
*
|
Kurt Wheeler
|
CUSIP No. 76133C 103
|
13G | Page 13 of 14 Pages |
CLARUS LIFESCIENCES II, L.P.
By: Clarus Ventures II GP, L.P., its general partner
By: Clarus Ventures II, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES II GP, L.P.
By: Clarus Ventures II, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES II, LLC
By: /s/ Robert Liptak
|
Manager
|
|
* |
Nicholas Galakatos
|
*
|
Dennis Henner
|
/s/ Robert Liptak
|
Robert Liptak
|
*
|
Nicholas Simon
|
*
|
Kurt Wheeler
|
CUSIP No. 76133C 103
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13G | Page 14 of 14 Pages |
/s/ Nicholas Galakatos
Nicholas Galakatos
|
/s/ Dennis Henner
Dennis Henner
|
/s/ Nick Simon
Nick Simon
|
/s/ Scott Requadt
Scott Requadt
|
/s/ Kurt Wheeler
Kurt Wheeler
|