Sec Form 4 Filing - Delphi Management Partners VIII, L.L.C. @ TriVascular Technologies, Inc. - 2016-02-03

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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
Delphi Management Partners VIII, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
TriVascular Technologies, Inc. [ TRIV]
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)
160 BOVET ROAD, SUITE 408,
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2016
(Street)
SAN MATEO, CA94402
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 02/03/2016 U 3,535,910 D 0 I See Footnotes ( 2 ) ( 3 )
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
Delphi Management Partners VIII, L.L.C.
160 BOVET ROAD, SUITE 408
SAN MATEO, CA94402
X
Delphi Management Partners VII, L.L.C.
160 BOVET ROAD, SUITE 408
SAN MATEO, CA94402
X
DELPHI VENTURES VII L P
C/O DELPHI VENTURES
160 BOVET ROAD, SUITE 408
SAN MATEO, CA94402
X
DELPHI VENTURES VIII LP
C/O DELPHI VENTURES
160 BOVET ROAD, SUITE 408
SAN MATEO, CA94402
X
DELPHI BIOINVESTMENTS VII LP
C/O DELPHI VENTURES
160 BOVET ROAD, SUITE 408
SAN MATEO, CA94402
X
Delphi BioInvestments VIII LP
C/O DELPHI VENTURES
160 BOVET ROAD, SUITE 408
SAN MATEO, CA94402
X
ROEDER DOUGLAS A
C/O DELPHI VENTURES
160 BOVET ROAD, SUITE 408
SAN MATEO, CA94402
X X
BOCHNOWSKI JAMES J
C/O DELPHI VENTURES
160 BOVET ROAD, SUITE 408
SAN MATEO, CA94402
X
DOUGLASS DAVID L
C/O DELPHI VENTURES
160 BOVET ROAD, SUITE 408
SAN MATEO, CA94402
X
PAKIANATHAN DEEPIKA
C/O DELPHI VENTURES
160 BOVET ROAD, SUITE 408
SAN MATEO, CA94402
X
Signatures
/s/ Matthew T. Potter, Attorney-In-Fact for Delphi Management Partners VIII, L.L.C. 02/04/2016
Signature of Reporting Person Date
Matthew T. Potter, Attorney-In-Fact for Delphi Management Partners VII, L.L.C. 02/04/2016
Signature of Reporting Person Date
Matthew T. Potter, Attorney-In-Fact for Delphi Ventures VII, L.P. 02/04/2016
Signature of Reporting Person Date
Matthew T. Potter, Attorney-In-Fact for Delphi Ventures VIII, L.P. 02/04/2016
Signature of Reporting Person Date
Matthew T. Potter, Attorney-In-Fact for Delphi BioInvestments VII, L.P. 02/04/2016
Signature of Reporting Person Date
Matthew T. Potter, Attorney-In-Fact for Delphi BioInvestments VIII, L.P. 02/04/2016
Signature of Reporting Person Date
Matthew T. Potter, Attorney-In-Fact for Douglas A. Roeder 02/04/2016
Signature of Reporting Person Date
Matthew T. Potter, Attorney-In-Fact for James J. Bochnowski 02/04/2016
Signature of Reporting Person Date
Matthew T. Potter, Attorney-In-Fact for David L. Douglass 02/04/2016
Signature of Reporting Person Date
Matthew T. Potter, Attorney-In-Fact for Deepika R. Pakianathan 02/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were disposed of pursuant to the merger agreement between the Issuer and Endologix, Inc. ("Endologix") (such transaction, the "Merger"). In connection with the closing of the Merger, the Reporting Persons received 0.631 share of Endologix common stock and $0.34 in cash for each share of Issuer common stock held by such Reporting Persons, for a total consideration of $4.95 per share based upon the closing price of Endologix common stock on February 2, 2016.
( 2 )These securities were directly held as follows: 1,464,553 shares by Delphi Ventures VII, L.P. ("Ventures VII"), 14,641 shares by Delphi BioInvestments VII, L.P. ("BioInvestments VII" and together with Ventures VII, the "Delphi VII Funds"), 2,036,831 shares by Delphi Ventures VIII, L.P. ("Ventures VIII") and 19,885 shares by Delphi BioInvestments VIII, L.P. ("BioInvestments VIII" and together with Ventures VIII, the "Delphi VIII Funds" and collectively with the Delphi VII Funds, the "Delphi Funds"). Delphi Management Partners VII, L.L.C. ("DMP VII") is the general partner of each of Ventures VII and BioInvestments VII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VII Funds. Delphi Management Partners VIII, L.L.C. ("DMP VIII") is the general partner of each of Ventures VIII and BioInvestments VIII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VIII Funds.
( 3 )Douglas A. Roeder, James J. Bochnowski, David L. Douglass and Deepika R. Pakianathan, Ph.D. are the managing members of each of DMP VII and DMP VIII and may be deemed to share voting and dispositive power over the securities held by the Delphi Funds. Such persons and entities disclaim beneficial ownership of the securities held by the Delphi Funds, except to the extent of any pecuniary interest therein.

Remarks:
In accordance with the terms of the merger agreement, Douglas A. Roeder resigned from his position as a member of the Issuer's Board of Directors, and any committees thereof, effective as of the closing of the Merger.

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