Sec Form 4 Filing - Venrock Associates VII, L.P. @ ShockWave Medical, Inc. - 2019-03-11

Insider filing report for Changes in Beneficial Ownership
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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 *
Venrock Associates VII, L.P.
2. Issuer Name and Ticker or Trading Symbol
ShockWave Medical, Inc. [ SWAV]
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)
C/O SHOCKWAVE MEDICAL, INC., 5403 BETSY ROSS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2019
(Street)
SANTA CLARA, CA95054
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 03/11/2019 C 1,105,529 A 1,105,529 I By Funds ( 4 )
Common Stock 03/11/2019 C 1,016,492 A 2,122,021 I By Funds ( 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
Series B Convertible Preferred Stock ( 1 ) 03/11/2019 C 1,105,529 ( 2 ) ( 1 ) ( 1 ) Common Stock 1,105,529 ( 2 ) ( 1 ) 0 I By Funds ( 4 )
Series C Convertible Preferred Stock ( 1 ) 03/11/2019 C 1,016,492 ( 3 ) ( 1 ) ( 1 ) Common Stock 1,016,492 ( 3 ) ( 1 ) 0 I By Funds ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Venrock Associates VII, L.P.
C/O SHOCKWAVE MEDICAL, INC.
5403 BETSY ROSS DRIVE
SANTA CLARA, CA95054
X
Venrock Healthcare Capital Partners II, L.P.
C/O SHOCKWAVE MEDICAL, INC.
5403 BETSY ROSS DRIVE
SANTA CLARA, CA95054
X
Venrock Partners VII, L.P.
C/O SHOCKWAVE MEDICAL, INC.
5403 BETSY ROSS DRIVE
SANTA CLARA, CA95054
X
VHCP Co-Investment Holdings II, LLC
C/O SHOCKWAVE MEDICAL, INC.
5403 BETSY ROSS DRIVE
SANTA CLARA, CA95054
X
Venrock Management VII, LLC
C/O SHOCKWAVE MEDICAL, INC.
5403 BETSY ROSS DRIVE
SANTA CLARA, CA95054
X
Shah Nimish P
C/O SHOCKWAVE MEDICAL, INC.
5403 BETSY ROSS DRIVE
SANTA CLARA, CA95054
X
Koh Bong Y
C/O SHOCKWAVE MEDICAL, INC.
5403 BETSY ROSS DRIVE
SANTA CLARA, CA95054
X
VHCP Management II, LLC
C/O SHOCKWAVE MEDICAL, INC.
5403 BETSY ROSS DRIVE
SANTA CLARA, CA95054
X
Signatures
/s/ David L. Stepp, Authorized Signatory 03/13/2019
** Signature of Reporting Person Date
/s/ David L. Stepp, Authorized Signatory 03/13/2019
** Signature of Reporting Person Date
/s/ David L. Stepp, Authorized Signatory 03/13/2019
** Signature of Reporting Person Date
/s/ David L. Stepp, Authorized Signatory 03/13/2019
** Signature of Reporting Person Date
/s/ David L. Stepp, Authorized Signatory 03/13/2019
** Signature of Reporting Person Date
/s/ David L. Stepp, Authorized Signatory 03/13/2019
** Signature of Reporting Person Date
/s/ David L. Stepp, Authorized Signatory 03/13/2019
** Signature of Reporting Person Date
/s/ David L. Stepp, Authorized Signatory 03/13/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share the convertible preferred stock automatically converted into shares of Common Stock on a one-for-one basis immediately upon the closing of the Issuer's initial public offering without payment or consideration. The shares of the convertible preferred stock had no expiration date.
( 2 )Consists of 745,139 shares of convertible preferred stock held by Venrock Associates VII, L.P., 212,500 shares of convertible preferred stock held by Venrock Healthcare Capital Partners II, L.P., 61,725 shares of convertible preferred stock held by Venrock Partners VII, L.P. and 86,165 shares of convertible preferred stock held by VHCP Co-Investment Holdings II, LLC.
( 3 )Consists of 382,238 shares of convertible preferred stock held by Venrock Associates VII, L.P., 428,744 shares of convertible preferred stock held by Venrock Healthcare Capital Partners II, L.P., 31,663 shares of convertible preferred stock held by Venrock Partners VII, L.P. and 173,847 shares of convertible preferred stock held by VHCP Co-Investment Holdings II, LLC.
( 4 )Venrock Management VII, LLC ("VM7") is the sole general partner of Venrock Associates VII, L.P. ("VA7") and Venrock Partners VII, L.P. ("VP7") and may be deemed to beneficially own these shares and expressly disclaims beneficial ownership over all shares held by VA7 and VP7 except to the extent of its indirect pecuniary interest therein. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. ("VHCP2") and the manager of VHCP Co-Investment Holdings II, LLC ("VHCP Co-Invest 2"), may be deemed to beneficially own these shares and expressly disclaims beneficial ownership over all shares held by VHCP2 and VHCP Co-Invest 2 except to the extent of its indirect pecuniary interest therein. Bong Koh and Nimish Shah are the managing members of VHCP Management II, LLC. Drs. Koh and Shah expressly disclaim beneficial ownership over all shares held by VHCP2 and VHCP Co-Invest 2 except to the extent of their indirect pecuniary interests 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).
** 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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