Sec Form 4/A Filing - TELEGRAPH HILL PARTNERS II L P @ LDR HOLDING CORP - 2015-02-19

Insider filing report for Changes in Beneficial Ownership
"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
What is insider trading>>
FORM 4/A
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
TELEGRAPH HILL PARTNERS II L P
2. Issuer Name and Ticker or Trading Symbol
LDR HOLDING CORP [ LDRH]
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)
360 POST STREET, SUITE 601
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2015
(Street)
SAN FRANCISCO, CA94108
4. If Amendment, Date Original Filed (MM/DD/YY)
02/23/2015
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 02/19/2015 S 107,102 D $ 37.67 ( 1 ) 2,220,966 D ( 2 )
Common Stock 02/20/2015 S 36,168 D $ 37.63 ( 3 ) 2,184,798 D ( 2 )
Common Stock 02/23/2015 S 42,287 D $ 39.17 ( 4 ) 2,142,511 D ( 2 )
Common Stock 02/19/2015 S 2,899 D $ 37.67 ( 1 ) 60,124 D ( 5 )
Common Stock 02/20/2015 S 979 D $ 37.63 ( 3 ) 59,145 D ( 5 )
Common Stock 02/23/2015 S 1,145 D $ 39.17 ( 4 ) 58,000 D ( 5 )
Common Stock 02/19/2015 S 15,552 D $ 37.67 ( 1 ) 322,505 D ( 6 )
Common Stock 02/20/2015 S 5,252 D $ 37.63 ( 3 ) 317,253 D ( 6 )
Common Stock 02/23/2015 S 6,140 D $ 39.17 ( 4 ) 311,113 D ( 6 )
Common Stock 02/19/2015 S 669 D $ 37.67 ( 1 ) 13,878 D ( 7 )
Common Stock 02/20/2015 S 226 D $ 37.63 ( 3 ) 13,652 D ( 7 )
Common Stock 02/23/2015 S 264 D $ 39.17 ( 4 ) 13,388 D ( 7 )
Common Stock 02/19/2015 S 2,357 D $ 37.67 ( 1 ) 48,887 D ( 8 )
Common Stock 02/20/2015 S 796 D $ 37.63 ( 3 ) 48,091 D ( 8 )
Common Stock 02/23/2015 S 931 D $ 39.17 ( 4 ) 47,160 D ( 8 )
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
TELEGRAPH HILL PARTNERS II L P
360 POST STREET
SUITE 601
SAN FRANCISCO, CA94108
X
TELEGRAPH HILL PARTNERS LP
360 POST STREET
SUITE 601
SAN FRANCISCO, CA94108
X
Telegraph Hill Partners SBIC, L.P.
360 POST STREET
SUITE 601
SAN FRANCISCO, CA94108
X
THP Affiliates Fund, LLC
350 POST STREET
SUITE 601
SAN FRANCISCO, CA94108
X
THP II Affiliates Fund, LLC
360 POST STREET
SUITE 601
SAN FRANCISCO, CA94108
X
Signatures
/s/ Robert Shepler for Telegraph Hill Partners LP/s/Robert Shepler for Telegraph Hill Partners II LP/s/Robert Shepler for THP Affiliates Fund LLC/s/Robert Shepler for THP II Affiliates Fund LLC/s/Robert Shepler for Telegraph Hill Partners SBIC LP 02/24/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The range of prices for the shares of Common Stock is from $37.00 - $38.28. The Reporting Person undertakes that it will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.
( 2 )Shares held directly by Telegraph Hill Partners II, L.P. ("THP II"). Telegraph Hill Partners II Investment Management, LLC ("THP II IM") is the general partner of THP II. Telegraph Hill Partners Management Company, LLC ("THPMC") is the manager of THP II IM. Robert G. Shepler, J. Matthew Mackowski, Dr. Thomas A. Raffin and Deval Lashkari are each managers of THPMC and may be deemed to have beneficial ownership of the shares held by THP II.
( 3 )The range of prices for the shares of Common Stock is from $37.37-$37.81. The Reporting Person undertakes that it will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.
( 4 )The range of prices for the shares of Common Stock is from $37.28 - $39.54. The Reporting Person undertakes that it will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.
( 5 )Shares held directly by Telegraph Hill Partners, L.P. ("THP I"). Telegraph Hill Partners Investment Management, LLC ("THP IM") is the general partner of THP I. Telegraph Hill Partners Management Company, LLC ("THPMC") is the manager of THP IM. Robert G. Shepler, J. Matthew Mackowski, Dr. Thomas A. Raffin and Deval Lashkari are each managers of THPMC and may be deemed to have beneficial ownership of the shares held by THP I.
( 6 )Shares held directly by Telegraph Hill Partners SBIC, L.P. ("THP SBIC"). Telegraph Hill Partners SBIC, LLC ("THP SBIC, LLC") is the general partner of THP SBIC. Robert Shepler, Dr. Thomas Raffin, J. Matthew Mackowski and Deval Lashkari are the managers of THP SBIC, LLC and may be deemed to have beneficial ownership of the shares held by THP SBIC.
( 7 )Shares held directly by THP Affiliates Fund, LLC ("THP Affiliates"). Telegraph Hill Partners Investment Management, LLC ("THP IM") the manager of THP Affiliates ("THP Affiliates"). THPMC is the manager of THP IM. Robert G. Shepler, J. Matthew Mackowski, Dr. Thomas A. Raffin and Deval Lashkari are each managers of THPMC and may be deemed to have beneficial ownership of the shares held by THP Affiliates.
( 8 )Shares held directly by THP II Affiliates Fund, LLC ("THP II Affiliates"). THP II IM the manager of THP II Affiliates. THPMC is the manager of both THP II IM. Robert G. Shepler, J. Matthew Mackowski, Dr. Thomas A. Raffin and Deval Lashkari are each managers of THPMC and may be deemed to have beneficial ownership of the shares held by THP II Affiliates.

Remarks:
This Form 4 is one of two Forms 4 being filed by individuals or entities affiliated with Telegraph Hill Partners with respect to the Common Stock of LDR Holding Corporation.This amendment is being filed because the initial filing failed to check the box indicating reporting persons are no longer subject to Section 16.

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.