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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO )*
Restoration Robotics
(Name of Issuer)
Common Stock
(Title of Class of Securities)
76133C 10 3
(CUSIP Number)
December 31, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 13 Pages
| Cusip No. 76133C 10 3 | 13G | Page 2 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
InterWest Partners IX, LP
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,355,786 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
3,355,786 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,355,786 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6% (1) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Based upon 28,930,095 shares of the Issuer’s Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017. |
Page 2 of 13 Pages
| Cusip No. 76133C 10 3 | 13G | Page 3 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
InterWest Management Partners IX, LLC (the General Partner of InterWest Partners IX, LP)
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,355,786 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
3,355,786 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,355,786 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6% (1) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Based upon 28,930,095 shares of the Issuer’s Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017. |
Page 3 of 13 Pages
| Cusip No. 76133C 10 3 | 13G | Page 4 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
Philip T. Gianos (a Managing Director of InterWest Management Partners IX, LLC)
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,355,786 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,355,786 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,355,786 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Philip T. Gianos that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 4 of 13 Pages
| Cusip No. 76133C 10 3 | 13G | Page 5 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
W. Stephen Holmes III (a Managing Director of InterWest Management Partners IX, LLC)
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,355,786 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,355,786 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,355,786 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by W. Stephen Holmes III that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 5 of 13 Pages
| Cusip No. 76133C 10 3 | 13G | Page 6 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
Gilbert H. Kliman (a Managing Director of InterWest Management Partners IX, LLC)
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,355,786 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,355,786 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,355,786 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 6 of 13 Pages
| Cusip No. 76133C 10 3 | 13G | Page 7 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
Khaled A. Nasr (a Venture Member of InterWest Management Partners IX, LLC)
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,355,786 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,355,786 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,355,786 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Khaled A. Nasr that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 7 of 13 Pages
| Cusip No. 76133C 10 3 | 13G | Page 8 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
Arnold L. Oronsky (a Managing Director of InterWest Management Partners IX, LLC)
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,355,786 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,355,786 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,355,786 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Arnold L. Oronsky that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 8 of 13 Pages
| ITEM 1. |
| (a) | NAME OF ISSUER : Restoration Robotics, Inc. |
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE: |
128 Baytech Drive, San Jose, CA 95134
| ITEM 2. |
| (a) | NAME OF PERSON(S) FILING: |
InterWest Partners IX, LP (“IWP IX”)
InterWest Management Partners IX, LLC (“IMP IX”)
Philip T. Gianos (“Gianos”)
W. Stephen Holmes III (“Holmes”)
Gilbert H. Kliman (“Kliman”)
Khaled A. Nasr (“Nasr”)
Arnold L. Oronsky (“Oronsky”)
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
2710 Sand Hill Road, Suite 200, Menlo Park, CA 94025
| (c) | CITIZENSHIP/PLACE OF ORGANIZATION: |
| IWP IX: |
California | |
| IMP IX: |
California | |
| Gianos: |
United States | |
| Holmes: |
United States | |
| Kliman: |
United States | |
| Nasr: |
United States | |
| Oronsky: |
United States |
Page 9 of 13 Pages
| (d) | TITLE OF CLASS OF SECURITIES: Common Stock |
| (e) | CUSIP NUMBER: 76133C 10 3 |
ITEM 3. NOT APPLICABLE.
ITEM 4. OWNERSHIP.
| IWP IX | IMP IX (1) | Gianos (2) | ||||||||||
| Beneficial Ownership |
3,355,786 | 3,355,786 | 3,355,786 | |||||||||
| Percentage of Class |
11.6 | % (3) | 11.6 | % (3) | 11.6 | % (3) | ||||||
| Sole Voting Power |
3,355,786 | 3,355,786 | 0 | |||||||||
| Shared Voting Power |
0 | 0 | 3,355,786 | |||||||||
| Sole Dispositive Power |
3,355,786 | 3,355,786 | 0 | |||||||||
| Shared Dispositive Power |
0 | 0 | 3,355,786 | |||||||||
| Holmes (2) | Kliman (2) | Nasr (2) | ||||||||||
| Beneficial Ownership |
3,355,786 | 3,355,786 | 3,355,786 | |||||||||
| Percentage of Class |
11.6 | % (3) | 11.6 | % (3) | 11.6 | % (3) | ||||||
| Sole Voting Power |
0 | 0 | 0 | |||||||||
| Shared Voting Power |
3,355,786 | 3,355,786 | 3,355,786 | |||||||||
| Sole Dispositive Power |
0 | 0 | 0 | |||||||||
| Shared Dispositive Power |
3,355,786 | 3,355,786 | 3,355,786 | |||||||||
| Oronsky (2) | ||||
| Beneficial Ownership |
3,355,786 | |||
| Percentage of Class |
11.6 | % (3) | ||
| Sole Voting Power |
0 | |||
| Shared Voting Power |
3,355,786 | |||
| Sole Dispositive Power |
0 | |||
| Shared Dispositive Power |
3,355,786 | |||
| (1) | IMP IX is the general partner of IWP IX. |
| (2) | Gianos, Holmes, Kliman and Oronsky are Managing Directors of IMP IX. Nasr is a Venture Member of IMP IX. The Managing Directors and Venture Member of IMP IX share voting and investment control over shares held by IWP IX. Beneficial ownership is expressly disclaimed, except to the extent of their pecuniary interest. |
| (3) | Based upon 28,930,095 shares of the Issuer’s Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017. |
Page 10 of 13 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited liability company operating agreement of IMP IX, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.
ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
EXHIBITS
Joint Filing Statement attached as Exhibit A.
Page 11 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2018
| INTERWEST PARTNERS IX, LP | ||
| By: InterWest Management Partners IX, LLC, its General Partner | ||
| By: | /s/ Gilbert H. Kliman | |
| Managing Director | ||
| INTERWEST MANAGEMENT PARTNERS IX, LLC | ||
| By: | /s/ Gilbert H. Kliman | |
| Managing Director | ||
| By: | /s/ Philip T. Gianos | |
| Name: | Philip T. Gianos | |
| By: |
/s/ W. Stephen Holmes by Karen A. Wilson, Power of Attorney | |
| Name: | W. Stephen Holmes | |
| By: | /s/ Gilbert H. Kliman | |
| Name: | Gilbert H. Kliman | |
| By: | /s/ Khaled A. Nasr | |
| Name: | Khaled A. Nasr | |
| By: | /s/ Arnold L. Oronsky | |
| Name: | Arnold L. Oronsky | |
Page 12 of 13 Pages
EXHIBIT A
Joint Filing Statement
We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.
Date: February 14, 2018
| INTERWEST PARTNERS IX, LP | ||
| By: InterWest Management Partners IX, LLC, its General Partner | ||
| By: | /s/ Gilbert H. Kliman | |
| Managing Director | ||
| INTERWEST MANAGEMENT PARTNERS IX, LLC | ||
| By: | /s/ Gilbert H. Kliman | |
| Managing Director | ||
| By: | /s/ Philip T. Gianos | |
| Name: | Philip T. Gianos | |
| By: |
/s/ W. Stephen Holmes by Karen A. Wilson, Power of Attorney | |
| Name: | W. Stephen Holmes | |
| By: | /s/ Gilbert H. Kliman | |
| Name: | Gilbert H. Kliman | |
| By: | /s/ Khaled A. Nasr | |
| Name: | Khaled A. Nasr | |
| By: | /s/ Arnold L. Oronsky | |
| Name: | Arnold L. Oronsky | |
Page 13 of 13 Pages