SEC Form 3

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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* SHROFF ZUBEEN (Last) (First) (Middle) 1331 TYLER STREET NE, SUITE 200 (Street) MINNEAPOLIS MN 55413 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/27/2016	3. Issuer Name and Ticker or Trading Symbol TACTILE SYSTEMS TECHNOLOGY INC [ TCMD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock	62,055	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 A Preferred Stock	(2)	(3)	Common Stock	1,942,336	(2)	I	See footnote(4)(5)
Series B Preferred Stock	(6)	(3)	Common Stock	1,156,467	(6)	I	See footnote(5)(7)

Explanation of Responses:

1. The shares are held of record by Galen Management, LLC ("Galen Management").

2. Each share of Series A Preferred Stock is convertible at any time at the option of the holder, and will convert automatically into shares of the Issuer's Common Stock on a one for 1.027 basis in connection with the closing of the Issuer's initial public offering. In addition, the holder is entitled to receive additional shares of common stock equal to the original purchase price per share ($4.2301) divided by the price to the public of the shares of common stock issued in the Issuer's initial public offering.

3. The securities do not have an expiration date.

4. Includes 1,789,523 shares held of record by Galen Partners V, L.P. ("Galen V"), and 152,813 shares held of record by Galen Partners International V, L.P. ("Galen International V").

5. Galen Partners V, L.L.C. serves as the sole general partner of Galen V and Galen International V and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Each of the Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

6. Each share of Series B Preferred Stock is convertible at any time at the option of the holder, and will convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering. In addition, the holder is entitled to receive additional shares of common stock equal to the original purchase price per share ($3.8048) divided by the price to the public of the shares of common stock issued in the Issuer's initial public offering and these shares accrue a dividend that is payable-in-kind in shares of the Issuer's common stock.

7. Includes 1,065,482 shares held of record by Galen V and 90,985 shares held of record by Galen nternational V.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jonathan R. Zimmerman, Attorney-in-Fact	07/27/2016
	** 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

I, Zubeen Shroff, hereby authorize and designate each of Gerald R. Mattys,
Robert J. Folkes, Jonathan R. Zimmerman, Christine Long, Zachary Froelich, Amra
Hoso, and Vickie Larson, signing singly, as my true and lawful attorney-in-fact
to:

(1) prepare and execute for and on my behalf, in my capacity as an officer
and/or director of Tactile Systems Technology, Inc. (the "Company"), a Form ID
and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules and regulations
promulgated thereunder and other forms or reports on my behalf as may be
required to be filed in connection with my ownership, acquisition, or
disposition of securities of the Company, including Form 144;

(2) do and perform any and all acts for and on my behalf that may be necessary
or desirable to complete and execute any such Form ID, Form 3, 4 or 5 or Form
144, and any amendments to any of the foregoing, and timely file any such form
with the Securities and Exchange Commission and any stock exchange or similar
authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be to my benefit,
in my best interest, or legally required of me, it being understood that the
statements executed by such attorney-in-fact on my behalf pursuant to this
Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.

I hereby further grant to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.  I hereby acknowledge that the foregoing attorneys-in-fact, in serving
in such capacity at my request, are not assuming, nor is the Company assuming,
any of my responsibilities to comply with Section 16 of the Exchange Act or
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act").

This Power of Attorney shall remain in full force and effect until I am no
longer required to file Form ID or Forms 3, 4 and 5 or Form 144 with respect to
my holdings of and transactions in securities issued by the Company, unless
earlier revoked by me in a signed writing delivered to the foregoing
attorneys-in-fact.  Notwithstanding the foregoing, if any such attorney-in-fact
hereafter ceases to be at least one of the following: (i) an employee of the
Company, or (ii) a partner or employee of Faegre Baker Daniels LLP, then this
Power of Attorney shall be automatically revoked solely as to such individual,
immediately upon such cessation, without any further action on my part.

I hereby revoke all previous Powers of Attorney that have been granted by me in
connection with my reporting obligations, if any, under Section 16 of the
Exchange Act and Rule 144 under the Securities Act with respect to my holdings
of and transactions in securities issued by the Company.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as
of this 8th day of September, 2015.

/s/ Zubeen Shroff
Zubeen Shroff