| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/11/2017 |
3. Issuer Name and Ticker or Trading Symbol
Restoration Robotics Inc [ HAIR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Preferred Stock | (1) | (2) | Common Stock | 1,538,461 | (1) | D(3) | |
| Series C Preferred Stock | (1) | (2) | Common Stock | 1,647,297 | (1) | D(3) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of the Issuer's Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's Initial Public Offering (the "IPO"). |
| 2. The expiration date is not relevant to the conversion of these securities. |
| 3. The shares are 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. |
| /s/ Karen Wilson, Attorney-in-Fact for InterWest Management Partners IX, L.L.C., General Partner of InterWest Partners IX, LP | 10/11/2017 | |
| /s/ Karen Wilson, Attorney-in-Fact for InterWest Management Partners IX, L.L.C. | 10/11/2017 | |
| /s/ Karen Wilson, Attorney-in-Fact for Philip Gianos | 10/11/2017 | |
| /s/ Karen Wilson, Attorney-in-Fact for Arnold Oronsky | 10/11/2017 | |
| /s/ Karen Wilson, Attorney-in-Fact for W. Stephen Holmes | 10/11/2017 | |
| /s/ Karen Wilson, Attorney-in-Fact for Khaled Nasr | 10/11/2017 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS:
The undersigned, InterWest Partners IX, LP, hereby constitutes and appoints Karen A. Wilson as its true and lawful Attorney-in-Fact, with full power in its name and on its behalf, to take all actions and do all things necessary with respect to all matters arising in connection with the ownership reporting requirements of the securities laws of the United States, including the execution and delivery of all documents in connection therewith.
The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her free and harmless from, and all loss, cost, expense, damage or liability which she may incur or sustain as a result of any action taken by her in good faith pursuant to this Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned and the authority granted herein may be relied upon by any person until such person has actually received written notice of revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 16th day of June, 2015.
INTERWEST PARTNERS IX, LP
/s/ Gilbert H. Kliman
By: Gilbert H. Kliman, Managing Director of InterWest Management Partners IX, LLC, its General Partner
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS:
The undersigned, InterWest Management Partners IX, LLC, hereby constitutes and appoints Karen A. Wilson as its true and lawful Attorney-in-Fact, with full power in its name and on its behalf, to take all actions and do all things necessary with respect to all matters arising in connection with the ownership reporting requirements of the securities laws of the United States, including the execution and delivery of all documents in connection therewith.
The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her free and harmless from, and all loss, cost, expense, damage or liability which she may incur or sustain as a result of any action taken by her in good faith pursuant to this Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned and the authority granted herein may be relied upon by any person until such person has actually received written notice of revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 16th day of June, 2015.
INTERWEST MANAGEMENT PARTNERS IX, LLC
/s/ Gilbert H. Kliman
By: Gilbert H. Kliman, Managing Director
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS:
The undersigned, Philip T. Gianos, hereby constitutes and appoints Karen A. Wilson as his true and lawful Attorney-in-Fact, with full power in his name and on his behalf, to take all actions and do all things necessary with respect to all matters arising in connection with the ownership reporting requirements of the securities laws of the United States, including the execution and delivery of all documents in connection therewith.
The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her free and harmless from, and all loss, cost, expense, damage or liability which she may incur or sustain as a result of any action taken by her in good faith pursuant to this Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned and the authority granted herein may be relied upon by any person until such person has actually received written notice of revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 28th day of May, 1996.
PHILIP T. GIANOS
/s/ Philip T. Gianos
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS:
The undersigned, W. Stephen Holmes, hereby constitutes and appoints Karen A. Wilson as his true and lawful Attorney-in-Fact, with full power in his name and on his behalf, to take all actions and do all things necessary with respect to all matters arising in connection with the ownership reporting requirements of the securities laws of the United States, including the execution and delivery of all documents in connection therewith.
The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her free and harmless from, and all loss, cost, expense, damage or liability which she may incur or sustain as a result of any action taken by her in good faith pursuant to this Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned and the authority granted herein may be relied upon by any person until such person has actually received written notice of revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 28th day of May, 1996.
W. STEPHEN HOLMES
/s/ W. Stephen Holmes
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS:
The undersigned, Arnold L. Oronsky, hereby constitutes and appoints Karen A. Wilson as his true and lawful Attorney-in-Fact, with full power in his name and on his behalf, to take all actions and do all things necessary with respect to all matters arising in connection with the ownership reporting requirements of the securities laws of the United States, including the execution and delivery of all documents in connection therewith.
The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her free and harmless from, and all loss, cost, expense, damage or liability which she may incur or sustain as a result of any action taken by her in good faith pursuant to this Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned and the authority granted herein may be relied upon by any person until such person has actually received written notice of revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 28th day of May, 1996.
ARNOLD L. ORONSKY
/s/ Arnold L. Oronsky
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS:
The undersigned, Khaled A. Nasr, hereby constitutes and appoints Karen A. Wilson as his true and lawful Attorney-in-Fact, with full power in his name and on his behalf, to take all actions and do all things necessary with respect to all matters arising in connection with the ownership reporting requirements of the securities laws of the United States, including the execution and delivery of all documents in connection therewith.
The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her free and harmless from, and all loss, cost, expense, damage or liability which she may incur or sustain as a result of any action taken by her in good faith pursuant to this Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned and the authority granted herein may be relied upon by any person until such person has actually received written notice of revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of May, 2007.
KHALED A. NASR
/s/ Khaled A. Nasr
Exhibit 99
FORM 3 JOINT FILER INFORMATION
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Name of
“Reporting Persons”:
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InterWest Partners IX, L.P. (“IW9”)
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InterWest Management Partners IX, LLC (“IMP9”)
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Philip T. Gianos
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W. Stephen Holmes
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Arnold L. Oronsky
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Khaled Nasr
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Address:
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2710 Sand Hill Road, Suite 200
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Menlo Park, CA 94025
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Designated Filer:
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InterWest Partners IX, L.P.
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Issuer and Ticker Symbol:
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Restoration Robotics, Inc. (“HAIR”)
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Date of Event:
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October 11, 2017
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Each of the following is a Joint Filer with InterWest Partners IX L.P. (“IW9”) and may be deemed to share indirect beneficial ownership in the securities set forth on the attached Form 3:
InterWest Management Partners IX, LLC (“IMP9”) is the general partner of IW9 and has sole voting and investment control over the shares owned by IW9. Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman, and Arnold L. Oronsky are Managing Directors of IMP9 and Khaled A. Nasr is a Venture Member of IMP9. Gilbert H. Kliman, a Managing Director of IMP9 is also a Director of the Issuer, and has filed a separate Form 3 in his own name
All Reporting Persons disclaim beneficial ownership of shares of Restoration Robotics, Inc. stock held by IW9, except to the extent of their respective pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons are the beneficial owner of all of the equity securities covered by this statement.
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Each of the Reporting Persons listed above has designated InterWest Partners IX, L.P. as its designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder. Each Reporting Person has appointed InterWest Management Partners IX, LLC as its attorney in fact for the purpose of making reports relating to transaction in Restoration Robotics, Inc. Common Stock.
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InterWest Management Partners IX, L.L.C.
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InterWest Partners IX, LP
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By:
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/s/ Karen A. Wilson
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By:
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InterWest Management Partners IX, LLC
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Karen A. Wilson, Power of Attorney
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Its General Partner
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By:
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/s/ Karen A. Wilson
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Karen A. Wilson, Power of Attorney
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Philip T. Gianos, an individual
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Arnold L. Oronsky, an individual
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By:
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InterWest Management Partners IX, LLC,
as Attorney-in-Fact
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By:
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InterWest Management Partners IX, LLC,
as Attorney-in-Fact
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By:
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/s/ Karen A. Wilson
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By:
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/s/ Karen A. Wilson
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Karen A. Wilson, Power of Attorney
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Karen A. Wilson, Power of Attorney
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W. Stephen Holmes, an individual
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Khaled A. Nasr, an individual
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By:
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InterWest Management Partners IX, LLC,
as Attorney-in-Fact
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By:
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InterWest Management Partners IX, LLC,
as Attorney-in-Fact
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By:
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/s/ Karen A. Wilson
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By:
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/s/ Karen A. Wilson
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Karen A. Wilson, Power of Attorney
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Karen A. Wilson, Power of Attorney
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