Sec Form 4 Filing - InterWest Partners IX, LP @ Restoration Robotics Inc - 2017-10-11

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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
InterWest Partners IX, LP
2. Issuer Name and Ticker or Trading Symbol
Restoration Robotics Inc [ HAIR]
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)
2710 SAND HILL ROAD, SUITE 200,
3. Date of Earliest Transaction (MM/DD/YY)
10/11/2017
(Street)
MENLO PARK, CA94025
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
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
Convertible Promissory Note $ 7 10/11/2017 J( 1 ) ( 3 ) ( 3 ) Common Stock ( 3 ) $ 1,183,713.69 ( 2 ) $ 1,183,713.69 ( 2 ) D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
InterWest Partners IX, LP
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
InterWest Management Partners IX, LLC
2710 SAND HILL ROAD
SUITE 200
MENLO PARK, CA94025
X
Holmes W Stephen
C/O INTERWEST
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
ORONSKY ARNOLD L
C/O INTERWEST
2710 SAND HILL ROAD 2ND FLOOR
MENLO PARK, CA94025
X
NASR KHALED
C/O INTERWEST
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
GIANOS PHILIP T
C/O INTERWEST
2710 SAND HILL ROAD 2ND FLOOR
MENLO PARK, CA94025
X
Signatures
s/ Karen Wilson, Attorney-in-Fact for InterWest Management Partners IX, L.L.C., General Partner of InterWest Partners IX, LP 10/13/2017
Signature of Reporting Person Date
/s/ Karen Wilson, Attorney-in-Fact for InterWest Management Partners IX, L.L.C. 10/13/2017
Signature of Reporting Person Date
/s/ Karen Wilson, Attorney-in-Fact for Arnold Oronsky 10/13/2017
Signature of Reporting Person Date
/s/ Karen Wilson, Attorney-in-Fact for Philip Gianos 10/13/2017
Signature of Reporting Person Date
/s/ Karen Wilson, Attorney-in-Fact for W. Stephen Holmes 10/13/2017
Signature of Reporting Person Date
/s/ Karen Wilson, Attorney-in-Fact for Khaled Nasr 10/13/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities were originally acquired from the Issuer on September 6, 2017; however, the conversion price was set upon the pricing of the Issuer's Initial Public Offering (the "IPO").
( 2 )The amount reported represents the principal amount of the Reporting Person's Convertible Promissory Note (the "Note") only. Accrued interest of 5% per year based on the actual number of days outstanding through the conversion date will also convert.
( 3 )The outstanding principal and accrued interest of the Note automatically converts into shares of the Issuer's Common Stock at the price per share available to the public as set forth in the final prospectus related to the IPO upon the closing of the IPO; if not so converted, the Note has a maturity date of September 6, 2018, at which time it will automatically convert into shares of the Issuer's capital stock.
( 4 )The convertible promissory note is directly held by InterWest Partners IX, LP ("InterWest IX"). InterWest Management Partners IX, LLC ("IMP IX"), as the general partner of InterWest IX, may be deemed to beneficially own the shares held by InterWest IX. Philip Gianos, Arnold Oronsky, Gilbert Kliman, W. Stephen Holmes and Khaled Nasr are managing directors of IMP IX, and as such may be deemed to beneficially own the shares held by InterWest IX. Each of the foregoing persons disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

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).
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