Sec Form 3 Filing - SVLSF VI, LLC @ MISONIX INC - 2019-09-27

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
SVLSF VI, LLC
2. Issuer Name and Ticker or Trading Symbol
MISONIX INC [ MSON]
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)
ONE BOSTON PLACE, 201 WASHINGTON STREET, SUITE 3900
3. Date of Earliest Transaction (MM/DD/YY)
09/27/2019
(Street)
BOSTON, MA02108
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 ( 1 ) 1,639,826 ( 2 ) I By: SV Life Sciences Fund VI, L.P. ( 2 ) ( 4 )
Common Stock ( 1 ) 56,143 ( 3 ) I By: SV Life Sciences Fund VI Strategic Partners, L.P. ( 3 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SVLSF VI, LLC
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900
BOSTON, MA02108
X
SV Life Sciences Fund VI, L.P.
C/O SV LIFE SCIENCES ADVISERS LLC
ONE BOSTON PLACE, SUITE 3900
BOSTON, MA02108
X
SV Life Sciences Fund VI (GP), L.P.
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900
BOSTON, MA02108
X
SV Life Sciences Fund VI Strategic Partners, L.P.
C/O SV LIFE SCIENCES ADVISERS, LLC
ONE BOSTON PLACE, SUITE 3900
BOSTON, MA02108
X
Signatures
SV Life Sciences Fund VI, L.P., By: SV Life Sciences Fund VI (GP), L.P., its sole general partner, By: SVLSF VI, LLC, its sole general partner, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 10/07/2019
Signature of Reporting Person Date
SV Life Sciences Fund VI Strategic Partners, L.P., By: SV Life Sciences Fund VI (GP), L.P., its sole general partner, By: SVLSF VI, LLC, its sole general partner, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 10/07/2019
Signature of Reporting Person Date
SV Life Sciences Fund VI (GP), L.P., By: SVLSF VI, LLC, its sole general partner, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 10/07/2019
Signature of Reporting Person Date
SVLSF VI, LLC, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 10/07/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Acquired pursuant to the Agreement and Plan of Merger between Misonix, Inc., New Misonix, Inc., Motor Reincorp. Sub One, Inc., Surge Sub Two, LLC, Solsys Medical, LLC ("Solsys"), and Greg Madden solely in his capacity as representative, in exchange for 27,116,608 Series E Preferred Units of Solsys. The Merger Agreement placed a value on the issuer's common stock of $18.5479, which reflects the 10-day VWAP for the issuer's common stock as of three business days prior to the effective date of the merger.
( 2 )These shares are owned directly by SV Life Sciences Fund VI, L.P. ("SVLS VI LP"). 199,617 of the shares issued to SVLS VI LP are being held in escrow and are subject to forfeiture during the 15 month-period following the merger to satisfy any post-closing purchase price adjustments and indemnification claims. SV Life Sciences Fund VI (GP), L.P. ("SVLS VI GP"), the general partner of SVLS VI LP, may be deemed to share voting and dispositive power over the shares held by SVLS VI LP. SVLS VI GP disclaims beneficial ownership of shares held by SVLS VI LP except to the extent of any pecuniary interests therein.
( 3 )These shares are owned directly by SV Life Sciences Fund VI Strategic Partners, L.P. ("Strategic Partners"). 6,834 of the shares issued to Strategic Partners are being held in escrow and are subject to forfeiture during the 15 month-period following the merger to satisfy any post-closing purchase price adjustments and indemnification claims. SVLS VI GP, the general partner of Strategic Partners, may be deemed to share voting and dispositive power over the shares held by Strategic Partners. SVLS VI GP disclaims beneficial ownership of shares held by Strategic Partners except to the extent of any pecuniary interests therein.
( 4 )SVLS VI LP and Strategic Partners (each a "Fund," or collectively the "Funds") may be deemed to beneficially own the shares held by each other Fund because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares held by any other Fund except to the extent of any pecuniary interest therein.

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