Sec Form 4 Filing - VERTICAL GROUP LP @ Silk Road Medical Inc - 2019-04-08

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 VERTICAL GROUP LP 2. Issuer Name and Ticker or Trading Symbol Silk Road Medical Inc [ SILK] 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) 106 ALLEN ROAD, SUITE 207 3. Date of Earliest Transaction (MM/DD/YY) 04/08/2019 (Street) BASKING RIDGE, NJ07920 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 04/08/2019 C 3,412,133 A 3,419,453 ( 2 ) I See Footnote ( 3 ) ( 4 ) Common Stock 04/08/2019 C 857,655 A 859,496 ( 5 ) I See Footnote ( 4 ) ( 6 ) Common Stock 741 I See Footnote ( 4 ) ( 7 )

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 Series A Preferred Stock ( 1 ) 04/08/2019 C 1,299,998 ( 1 ) ( 1 ) Common Stock 1,299,998 $ 0 0 I See Footnote ( 3 ) ( 4 ) Series A Preferred Stock ( 1 ) 04/08/2019 C 329,628 ( 1 ) ( 1 ) Common Stock 329,628 $ 0 0 I See Footnote ( 4 ) ( 6 ) Series A-1 Preferred Stock ( 1 ) 04/08/2019 C 888,888 ( 1 ) ( 1 ) Common Stock 888,888 $ 0 0 I See Footnote ( 3 ) ( 4 ) Series A-1 Preferred Stock ( 1 ) 04/08/2019 C 222,221 ( 1 ) ( 1 ) Common Stock 222,221 $ 0 0 I See Footnote ( 4 ) ( 6 ) Series B Preferred Stock ( 1 ) 04/08/2019 C 501,578 ( 1 ) ( 1 ) Common Stock 501,578 $ 0 0 I See Footnote ( 3 ) ( 4 ) Series B Preferred Stock ( 1 ) 04/08/2019 C 125,393 ( 1 ) ( 1 ) Common Stock 125,393 $ 0 0 I See Footnote ( 4 ) ( 6 ) Series C Preferred Stock ( 1 ) 04/08/2019 C 524,814 ( 1 ) ( 1 ) Common Stock 524,814 $ 0 0 I See Footnote ( 3 ) ( 4 ) Series C Preferred Stock ( 1 ) 04/08/2019 C 131,201 ( 1 ) ( 1 ) Common Stock 131,201 $ 0 0 I See Footnote ( 4 ) ( 6 ) Series C Preferred Stock Warrant (Right to buy) $ 6.11 04/08/2019 X( 8 ) 98,328 ( 9 ) 08/07/2022 Common Stock 98,328 $ 0 0 I See Footnote ( 10 ) Series C Preferred Stock Warrant (Right to buy) $ 6.11 04/08/2019 X( 8 ) 98,527 ( 9 ) 10/13/2023 Common Stock 98,527 $ 0 0 I See Footnote ( 10 ) Series C Preferred Stock Warrant (Right to buy) $ 6.11 04/08/2019 X( 11 ) 24,581 ( 9 ) 08/07/2022 Common Stock 24,581 $ 0 0 I See Footnote ( 12 ) Series C Preferred Stock Warrant (Right to buy) $ 6.11 04/08/2019 X( 11 ) 24,631 ( 9 ) 10/13/2023 Common Stock 24,631 $ 0 0 I See Footnote ( 12 ) Series C Preferred Stock ( 1 ) 04/08/2019 X( 8 ) 196,855 ( 1 ) ( 1 ) Common Stock 196,855 $ 0 196,855 I See Footnote ( 13 ) Series C Preferred Stock ( 1 ) 04/08/2019 X( 11 ) 49,212 ( 1 ) ( 1 ) Common Stock 49,212 $ 0 49,212 I See Footnote ( 14 ) Series C Preferred Stock ( 1 ) 04/08/2019 C( 8 )( 11 ) 246,067 ( 15 ) ( 1 ) ( 1 ) Common Stock 246,067 $ 0 0 I See Footnote ( 15 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VERTICAL GROUP LP 106 ALLEN ROAD SUITE 207 BASKING RIDGE, NJ07920 X Signatures /s/ John E. Runnells, Authorized Signatory for The Vertical Group, L.P. 04/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. ( 2 )The total of 3,419,453 shares beneficially owned is comprised of (i) 7,320 shares of Common Stock held prior to the date hereof (ii) a total of 3,215,278 shares of Common Stock issued upon conversion of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock held prior to the date hereof, and (iii) a total of 196,855 shares of Common Stock issued upon conversion of Series C Preferred Stock issued pursuant to the exercise of warrants, as detailed in footnote (8) ( 3 )These shares are held directly by Vertical Fund I, L.P. ("VFI"). ( 4 )The Vertical Group, L.P., a Delaware limited partnership, is the sole general partner of each of VFI and Vertical Fund II, L.P. ("VFII"), and The Vertical Group GP, LLC, a Delaware limited liability company, controls The Vertical Group, L.P. The sole members and managers of The Vertical Group GP, LLC are Messrs. Tony M. Chou, Richard B. Emmitt, Jack W. Lasersohn and John E. Runnells. These four individuals share voting and investment power over securities held by The Vertical Group, Inc. ("VGI"), VFI and VFII, and each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 5 )The total of 859,496 shares beneficially owned is comprised of (i) 1,841 shares of Common Stock held prior to the date hereof (ii) a total of 808,443 shares of Common Stock issued upon conversion of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock held prior to the date hereof, and (iii) a total of 49,212 shares of Common Stock issued upon conversion of Series C Preferred Stock issued pursuant to the exercise of warrants, as detailed in footnote (11). ( 6 )These shares are held directly by VFII. ( 7 )These shares are held directly by VGI. ( 8 )VFI paid cash to exercise this warrant to purchase shares of the Issuer's Series C Preferred Stock. ( 9 )All of the shares subject to the warrant are fully exercisable as of the date hereof. ( 10 )This warrant is held by VFI. ( 11 )VFII paid cash to exercise this warrant to purchase shares of the Issuer's Series C Preferred Stock. ( 12 )This warrant is held by VFII. ( 13 )These shares are held by VFI. ( 14 )These shares are held by VFII. ( 15 )Prior to conversion to Common Stock, these shares are comprised of 196,855 shares held by VFI and 49,212 shares held by VFII.

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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