Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Pulmonx Corp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
745848101
(CUSIP Number)
May 16, 2022
(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)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
CUSIP No.
745848101
13G
Page 2 of 7 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pura Vida Investments, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
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
1,878,122*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
1,878,122*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,878,122*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.06%**
12.
TYPE OF REPORTING PERSON (see instructions)
IA
CUSIP No. 745848101
13G
Page 3 of 7 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Efrem Kamen
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
1,878,122*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
1,878,122*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,878,122*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.06%**
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 745848101
13G
Page 4 of 7 Pages
Item 1.
(a)
Name of Issuer
Pulmonx Corp
(b)
Address of Issuer's Principal Executive Offices
700 CHESAPEAKE DRIVE, REDWOOD CITY, CA, 94063
Item 2.
(a)
Name of Person Filing
Pura Vida Investments, LLC
Efrem Kamen
(collectively, the "Reporting Persons").
(b)
The address of the principal place of the Reporting Persons is located at:
c/o Pura Vida Investments, LLC
512 West 22nd Street, 7th Floor
New York, NY 10011
(c)
For citizenship of the Reporting Persons, see Item 4 of the cover sheet
for each Reporting Person.
(d)
Title of Class of Securities
Common Stock
(e)
CUSIP Number
745848101
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:
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[x]
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
CUSIP No. 745848101
13G
Page 5 of 7 Pages
Item 4. Ownership.
(a) Amount beneficially owned:
Pura Vida Investments LLC 1,878,122* shares
Efrem Kamen 1,878,122* shares
(b) Percent of class:
Pura Vida Investments LLC 5.06%**
Efrem Kamen 5.06%**
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
Pura Vida Investments LLC 1,878,122* shares
Efrem Kamen 1,878,122* shares
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
Pura Vida Investments, LLC 1,878,122* shares
Efrem Kamen 1,878,122* shares
*Shares reported herein are held by Pura Vida Master Fund, Ltd.
(the "PV" Master Fund) and certain separately managed accounts
(the "Accounts"). Pura Vida Investments, LLC ("PVI") serves as
the investment manager to the PV Master Fund and the investment
manager or sub-adviser to the Accounts. Efrem Kamen serves as the managing
member of PVI. By virtue of these relationships, the Reporting Persons may be
deemed to have shared voting and dispositive power with respect to the Shares
owned directly by the PV Master Fund and the Accounts. This report shall not
be deemed an admission that the Reporting Persons are beneficial owners
of the Shares for purposes of Sections 13 or 16 of the Securities Exchange Act
of 1934, as amended, or for any other purpose. Each of the Reporting Persons
disclaims beneficial ownership of the Shares reported herein except to the
extent of the Reporting Persons pecuniary interest, if any, therein.
**The percentages herein are calculated based upon 37,116,596 shares of
Common Stock of the Issuer outstanding as of April 30, 2022, as per
the Issuer's Form 10-Q filed on May 9, 2022.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
CUSIP No. 745848101
13G
Page 6 of 7 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or effect.
Exhibits.
Exhibit A Joint Filing Agreement.
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: May 25, 2022
Pura Vida Investments, LLC
By: /s/ Efrem Kamen, Managing Member
CUSIP No. 745848101
13G
Page 7 of 7 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or
Schedule 13G (and any amendments or supplements thereto) required under
section 13(d) of the Securities Exchange Act of 1934, as amended, in
connection with purchases and sales by the undersigned of the securities of
any issuer until such time as the undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D
or 13G. For that purpose, the undersigned hereby constitute and appoint
Pura Vida Investments, LLC, a limited liability company, as their true and
lawful agent and attorney-in-fact, with full power and authority for and
on behalf of the undersigned to prepare or cause to be prepared, sign, file
with the SEC and furnish to any other person all certificates, instruments,
agreements and documents necessary to comply with section 13(d) and
section 16(a) of the Securities Exchange Act of 1934, as amended, in
connection with said purchases and sales, and to do and perform every
act necessary and proper to be done incident to the exercise of the
foregoing power, as fully as the undersigned might or could do if personally
present, until such time as the undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing of
Statement on Schedule 13D or 13G.
Dated: May 25, 2022
Pura Vida Investments, LLC
By: /s/ Efrem Kamen, Managing Member