Sec Form 4 Filing - Galen Partners V LP @ TACTILE SYSTEMS TECHNOLOGY INC - 2017-09-15

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Galen Partners V LP
2. Issuer Name and Ticker or Trading Symbol
TACTILE SYSTEMS TECHNOLOGY INC [ TCMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
680 WASHINGTON BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2017
(Street)
STAMFORD, CT06901
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/15/2017 S 2,794,500 ( 1 ) D $ 31.02 ( 2 ) 907,736 I See footnote ( 3 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Galen Partners V LP
680 WASHINGTON BLVD.
STAMFORD, CT06901
X
Galen Partners International V LP
680 WASHINGTON BLVD.
STAMFORD, CT06901
X
Galen Management, LLC
680 WASHINGTON BLVD.
STAMFORD, CT06901
X
Galen Partners V, L.L.C.
680 WASHINGTON BLVD.
STAMFORD, CT06901
X
Signatures
By: /s/ Zubeen Shroff, managing director of Galen Partners V, L.L.C., the general partner of Galen Partners V LP 09/19/2017
** Signature of Reporting Person Date
/s/ Zubeen Shroff, managing director of Galen Partners V, L.L.C., the general partner of Galen Partners International V LP 09/19/2017
** Signature of Reporting Person Date
/s/ Zubeen Shroff, member 09/19/2017
** Signature of Reporting Person Date
/s/ Zubeen Shroff, managing director 09/19/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities were sold to the underwriters by the Reporting Persons in connection with a secondary offering of the Issuer's common stock as follows: 2,541,397 shares by Galen Partners V, L.P. ("Galen V"), 217,018 shares by Galen Partners International V, L.P. ("Galen International V") and 36,085 shares by Galen Management, LLC ("Galen Management").
( 2 )Represents the price per share at which the Reporting Persons sold the shares to the underwriters in connection with the secondary offering.
( 3 )Galen Partners V, L.L.C. serves as the sole general partner of Galen V and Galen International V and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Each of the Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.
( 4 )Includes 825,520 shares held of record by Galen LP, 70,493 shares held of record by Galen International V and 11,723 shares held of record by Galen Management.

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).

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