UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Tactile Systems Technology, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87357P 10 0
(CUSIP Number)
December 31, 2016
(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) |
| x | 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).
| CUSIP No. 87357P 10 0 | 13G | Page 2 of 11 Pages |
| 1. |
Name of Reporting Persons
Radius Venture Partners III, L.P. | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)1 (a) ¨ (b) ¨
| |
| 3. |
SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
150,767 | ||
| 6. |
Shared Voting Power
0 | |||
| 7. |
Sole Dispositive Power
150,767 | |||
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
150,767 | |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |
| 11. |
Percent of Class Represented by Amount in Row (9)
0.9%2 | |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| 1 | This schedule is filed by Radius Venture Partners III, L.P. (“Radius III, LP”), Radius Venture Partners III QP, L.P. (“Radius III QP, LP”), Radius Venture Partners III (Ohio), L.P. (“Radius III (Ohio), LP”), Radius Venture Partners III, LLC (“Radius GP”), and Jordan Davis and Daniel Lubin (collectively, the “Listed Persons”). Radius GP is the General Partner of Radius III, LP, Radius III QP, LP and Radius III (Ohio), LP and the Listed Persons are the managing members of Radius GP. Radius III, LP, Radius III QP, LP, Radius III (Ohio), LP, Radius GP and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 3 of 11 Pages |
| 1. |
Name of Reporting Persons
Radius Venture Partners III QP, L.P. | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)1 (a) ¨ (b) ¨
| |
| 3. |
SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
1,644,046 | ||
| 6. |
Shared Voting Power
0 | |||
| 7. |
Sole Dispositive Power
1,644,046 | |||
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,644,046 | |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |
| 11. |
Percent of Class Represented by Amount in Row (9)
9.8%2 | |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| 1 | This schedule is filed by Radius Venture Partners III, L.P. (“Radius III, LP”), Radius Venture Partners III QP, L.P. (“Radius III QP, LP”), Radius Venture Partners III (Ohio), L.P. (“Radius III (Ohio), LP”), Radius Venture Partners III, LLC (“Radius GP”), and Jordan Davis and Daniel Lubin (collectively, the “Listed Persons”). Radius GP is the General Partner of Radius III, LP, Radius III QP, LP and Radius III (Ohio), LP and the Listed Persons are the managing members of Radius GP. Radius III, LP, Radius III QP, LP, Radius III (Ohio), LP, Radius GP and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 4 of 11 Pages |
| 1. |
Name of Reporting Persons
Radius Venture Partners III (Ohio), L.P. | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)1 (a) ¨ (b) ¨
| |
| 3. |
SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
206,478 | ||
| 6. |
Shared Voting Power
0 | |||
| 7. |
Sole Dispositive Power
206,478 | |||
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
206,478 | |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |
| 11. |
Percent of Class Represented by Amount in Row (9)
1.2%2 | |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| 1 | This schedule is filed by Radius Venture Partners III, L.P. (“Radius III, LP”), Radius Venture Partners III QP, L.P. (“Radius III QP, LP”), Radius Venture Partners III (Ohio), L.P. (“Radius III (Ohio), LP”), Radius Venture Partners III, LLC (“Radius GP”), and Jordan Davis and Daniel Lubin (collectively, the “Listed Persons”). Radius GP is the General Partner of Radius III, LP, Radius III QP, LP and Radius III (Ohio), LP and the Listed Persons are the managing members of Radius GP. Radius III, LP, Radius III QP, LP, Radius III (Ohio), LP, Radius GP and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 5 of 11 Pages |
| 1. |
Name of Reporting Persons
Radius Venture Partners III, LLC | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)1 (a) ¨ (b) ¨
| |
| 3. |
SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 | ||
| 6. |
Shared Voting Power
2,001,291 | |||
| 7. |
Sole Dispositive Power
0 | |||
| 8. |
Shared Dispositive Power
2,001,291 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,001,291 | |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |
| 11. |
Percent of Class Represented by Amount in Row (9)
11.9%2 | |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| 1 | This schedule is filed by Radius Venture Partners III, L.P. (“Radius III, LP”), Radius Venture Partners III QP, L.P. (“Radius III QP, LP”), Radius Venture Partners III (Ohio), L.P. (“Radius III (Ohio), LP”), Radius Venture Partners III, LLC (“Radius GP”), and Jordan Davis and Daniel Lubin (collectively, the “Listed Persons”). Radius GP is the General Partner of Radius III, LP, Radius III QP, LP and Radius III (Ohio), LP and the Listed Persons are the managing members of Radius GP. Radius III, LP, Radius III QP, LP, Radius III (Ohio), LP, Radius GP and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 6 of 11 Pages |
| 1. |
Name of Reporting Persons
Jordan Davis | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)1 (a) ¨ (b) ¨
| |
| 3. |
SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization
United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
5,000 | ||
| 6. |
Shared Voting Power
2,001,291 | |||
| 7. |
Sole Dispositive Power
5,000 | |||
| 8. |
Shared Dispositive Power
2,001,291 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,006,291 | |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |
| 11. |
Percent of Class Represented by Amount in Row (9)
11.9%2 | |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| 1 | This schedule is filed by Radius Venture Partners III, L.P. (“Radius III, LP”), Radius Venture Partners III QP, L.P. (“Radius III QP, LP”), Radius Venture Partners III (Ohio), L.P. (“Radius III (Ohio), LP”), Radius Venture Partners III, LLC (“Radius GP”), and Jordan Davis and Daniel Lubin (collectively, the “Listed Persons”). Radius GP is the General Partner of Radius III, LP, Radius III QP, LP and Radius III (Ohio), LP and the Listed Persons are the managing members of Radius GP. Radius III, LP, Radius III QP, LP, Radius III (Ohio), LP, Radius GP and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 7 of 11 Pages |
| 1. |
Name of Reporting Persons
Daniel Lubin | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)1 (a) ¨ (b) ¨
| |
| 3. |
SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization
United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 | ||
| 6. |
Shared Voting Power
2,001,291 | |||
| 7. |
Sole Dispositive Power
0 | |||
| 8. |
Shared Dispositive Power
2,001,291 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,001,291 | |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |
| 11. |
Percent of Class Represented by Amount in Row (9)
11.9%2 | |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| 1 | This schedule is filed by Radius Venture Partners III, L.P. (“Radius III, LP”), Radius Venture Partners III QP, L.P. (“Radius III QP, LP”), Radius Venture Partners III (Ohio), L.P. (“Radius III (Ohio), LP”), Radius Venture Partners III, LLC (“Radius GP”), and Jordan Davis and Daniel Lubin (collectively, the “Listed Persons”). Radius GP is the General Partner of Radius III, LP, Radius III QP, LP and Radius III (Ohio), LP and the Listed Persons are the managing members of Radius GP. Radius III, LP, Radius III QP, LP, Radius III (Ohio), LP, Radius GP and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| CUSIP No. 87357P 10 0 | 13G | Page 8 of 11 Pages |
Item 1
| (a) | Name of Issuer: |
Tactile Systems Technology, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
1331 Tyler Street NE, Suite 200
Minneapolis, MN 55413
Item 2
| (a) | Name of Person Filing: |
Radius Venture Partners III, L.P.
Radius Venture Partners III QP, L.P.
Radius Venture Partners III (Ohio), L.P.
Radius Venture Partners III, LLC
Jordan Davis
Daniel Lubin
| (b) | Address of Principal Business Office or, if none, Residence: |
c/o Radius Venture Partners III, LLC
250 Park Avenue, Suite 1102
New York, NY 10177
| (c) | Citizenship: |
All entities are organized in Delaware. The individuals are all United States citizens.
| (d) | Title of Class of Securities: |
Common Stock
| (e) | CUSIP Number: |
87357P 10 0
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| CUSIP No. 87357P 10 0 | 13G | Page 9 of 11 Pages |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: |
| Radius Venture Partners III, L.P. | 150,767 | |||
| Radius Venture Partners III QP, L.P. | 1,644,046 | |||
| Radius Venture Partners III (Ohio), L.P. | 206,478 | |||
| Radius Venture Partners III, LLC 3 | 2,001,291 | |||
| Jordan Davis 4 | 2,006,291 | |||
| Daniel Lubin 4 | 2,001,291 |
| (b) | Percent of Class: 5 |
| Radius Venture Partners III, L.P. | 0.9 | % | ||
| Radius Venture Partners III QP, L.P. | 9.8 | % | ||
| Radius Venture Partners III (Ohio), L.P. | 1.2 | % | ||
| Radius Venture Partners III, LLC | 11.9 | % | ||
| Jordan Davis | 11.9 | % | ||
| Daniel Lubin | 11.9 | % |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
| Radius Venture Partners III, L.P. | 150,767 | |||
| Radius Venture Partners III QP, L.P. | 1,644,046 | |||
| Radius Venture Partners III (Ohio), L.P. | 206,478 | |||
| Radius Venture Partners III, LLC | 0 | |||
| Jordan Davis | 5,000 | |||
| Daniel Lubin | 0 |
| (ii) | Shared power to vote or to direct the vote |
| Radius Venture Partners III, L.P. | 0 | |||
| Radius Venture Partners III QP, L.P. | 0 | |||
| Radius Venture Partners III (Ohio), L.P. | 0 | |||
| Radius Venture Partners III, LLC | 2,001,291 | |||
| Jordan Davis | 2,001,291 | |||
| Daniel Lubin | 2,001,291 |
| (iii) | Sole power to dispose or to direct the disposition of |
| Radius Venture Partners III, L.P. | 150,767 | |||
| Radius Venture Partners III QP, L.P. | 1,644,046 | |||
| Radius Venture Partners III (Ohio), L.P. | 206,478 | |||
| Radius Venture Partners III, LLC | 0 | |||
| Jordan Davis | 5,000 | |||
| Daniel Lubin | 0 |
| CUSIP No. 87357P 10 0 | 13G | Page 10 of 11 Pages |
| (iv) | Shared power to dispose or to direct the disposition of |
| Radius Venture Partners III, L.P. | 0 | |||
| Radius Venture Partners III QP, L.P. | 0 | |||
| Radius Venture Partners III (Ohio), L.P. | 0 | |||
| Radius Venture Partners III, LLC | 2,001,291 | |||
| Jordan Davis | 2,001,291 | |||
| Daniel Lubin | 2,001,291 |
| (3) | Radius GP is the general partner of Radius III, LP, Radius III QP, LP and Radius III (Ohio), LP. |
| (4) | The Reporting Person is a managing member of Radius GP. The shares are held by Radius III, LP, Radius III QP, LP and Radius III (Ohio), LP. The Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of their pecuniary interest therein. |
| (5) | The percentage is based upon 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuer’s Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016. |
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
| CUSIP No. 87357P 10 0 | 13G | Page 11 of 11 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.
Dated: February 14, 2017
| RADIUS VENTURE PARTNERS III, L.P. | |||||||
| By: | Radius Venture Partners III, LLC its General Partner |
||||||
| By: | /s/ Jordan Davis /s/ Daniel Lubin | ||||||
| Name: | Jordan Davis and Daniel Lubin | ||||||
| Title: | Managing Members | ||||||
| RADIUS VENTURE PARTNERS III QP, L.P. | |||||||
| By: | Radius Venture Partners III, LLC | ||||||
| its General Partner | |||||||
| By: | /s/ Jordan Davis /s/ Daniel Lubin | ||||||
| Name: | Jordan Davis and Daniel Lubin | ||||||
| Title: | Managing Members | ||||||
| RADIUS VENTURE PARTNERS III (OHIO), L.P. | |||||||
| By: | Radius Venture Partners III, LLC its General Partner |
||||||
| By: | /s/ Jordan Davis /s/ Daniel Lubin | ||||||
| Name: | Jordan Davis and Daniel Lubin | ||||||
| Title: | Managing Members | ||||||
| RADIUS VENTURE PARTNERS III, LLC | |||||||
| By: | /s/ Jordan Davis /s/ Daniel Lubin | ||||||
| Name: | Jordan Davis and Daniel Lubin | ||||||
| Title: | Managing Members | ||||||
| By: | /s/ Jordan Davis | |||||
| Name: | Jordan Davis | |||||
| By: | /s/ Daniel Lubin | |||||
| Name: | Daniel Lubin | |||||
EXHIBITS
| A: | Joint Filing Agreement |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Tactile Systems Technology, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 14th day of February, 2017.
| RADIUS VENTURE PARTNERS III, L.P. | |||||||
| By: | Radius Venture Partners III, LLC its General Partner |
||||||
| By: | /s/ Jordan Davis /s/ Daniel Lubin | ||||||
| Name: | Jordan Davis and Daniel Lubin | ||||||
| Title: | Managing Members | ||||||
| RADIUS VENTURE PARTNERS III QP, L.P. | |||||||
| By: | Radius Venture Partners III, LLC | ||||||
| its General Partner | |||||||
| By: | /s/ Jordan Davis /s/ Daniel Lubin | ||||||
| Name: | Jordan Davis and Daniel Lubin | ||||||
| Title: | Managing Members | ||||||
| RADIUS VENTURE PARTNERS III (OHIO), L.P. | |||||||
| By: | Radius Venture Partners III, LLC its General Partner |
||||||
| By: | /s/ Jordan Davis /s/ Daniel Lubin | ||||||
| Name: | Jordan Davis and Daniel Lubin | ||||||
| Title: | Managing Members | ||||||
| RADIUS VENTURE PARTNERS III, LLC | |||||||
| By: | /s/ Jordan Davis /s/ Daniel Lubin | ||||||
| Name: | Jordan Davis and Daniel Lubin | ||||||
| Title: | Managing Members | ||||||
| By: | /s/ Jordan Davis | |||||
| Name: | Jordan Davis | |||||
| By: | /s/ Daniel Lubin | |||||
| Name: | Daniel Lubin | |||||