SEC Filing - Tactile Systems Technology, Inc.

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SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Tactile Systems Technology, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

87357P 10 0

(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).


CUSIP No. 87357P 10 0		13G		Page 2 of 13 Pages


1.	Name of Reporting Persons Galen Partners V, 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 825,520
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 825,520
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 825,520
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 4.7%²
12.	Type of Reporting Person (See Instructions) PN

This schedule is filed by Galen Partners V LP (“Galen LP”), Galen Partners International V LP (“Galen International”), Galen Management LLC (“Management”), Galen Partners V, L.L.C. (“Galen”), Zubeen Shroff, L. John Wilkerson and David Jahns (collectively, the “Listed Persons”). Galen is the General Partner of Galen LP and Galen International and the Listed Persons are the managing directors of Galen. Galen LP, Galen International, Management, Galen and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

²	The percentage is based upon 17,701,786 shares of common stock outstanding as of November 3, 2017 as reported in the Issuer’s Form 10-Q filed on November 7, 2017 for quarter ended September 30, 2017.


CUSIP No. 87357P 10 0		13G		Page 3 of 13 Pages


1.	Name of Reporting Persons Galen Partners International V, 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 70,493
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 70,493
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 70,493
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.4%²
12.	Type of Reporting Person (See Instructions) PN

²	The percentage is based upon 17,701,786 shares of common stock outstanding as of November 3, 2017 as reported in the Issuer’s Form 10-Q filed on November 7, 2017 for quarter ended September 30, 2017.


CUSIP No. 87357P 10 0		13G		Page 4 of 13 Pages


1.	Name of Reporting Persons Galen Management, L.L.C.
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 11,723
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 11,723
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,723
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.1²
12.	Type of Reporting Person (See Instructions) OO

²	The percentage is based upon 17,701,786 shares of common stock outstanding as of November 3, 2017 as reported in the Issuer’s Form 10-Q filed on November 7, 2017 for quarter ended September 30, 2017.


CUSIP No. 87357P 10 0		13G		Page 5 of 13 Pages


1.	Name of Reporting Persons Galen Partners V, L.L.C.
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 907,736
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 907,736
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 907,736
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 5.1%²
12.	Type of Reporting Person (See Instructions) OO

²	The percentage is based upon 17,701,786 shares of common stock outstanding as of November 3, 2017 as reported in the Issuer’s Form 10-Q filed on November 7, 2017 for quarter ended September 30, 2017.


CUSIP No. 87357P 10 0		13G		Page 6 of 13 Pages


1.	Name of Reporting Persons Zubeen Shroff
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 6,494
		6.	Shared Voting Power 907,736
		7.	Sole Dispositive Power 6,494
		8.	Shared Dispositive Power 907,736
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 914,230
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 5.2%²
12.	Type of Reporting Person (See Instructions) IN

²	The percentage is based upon 17,701,786 shares of common stock outstanding as of November 3, 2017 as reported in the Issuer’s Form 10-Q filed on November 7, 2017 for quarter ended September 30, 2017.


CUSIP No. 87357P 10 0		13G		Page 7 of 13 Pages


1.	Name of Reporting Persons L. John Wilkerson
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 907,736
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 907,736
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 907,736
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 5.1%²
12.	Type of Reporting Person (See Instructions) IN

²	The percentage is based upon 17,701,786 shares of common stock outstanding as of November 3, 2017 as reported in the Issuer’s Form 10-Q filed on November 7, 2017 for quarter ended September 30, 2017.


CUSIP No. 87357P 10 0		13G		Page 8 of 13 Pages


1.	Name of Reporting Persons David Jahns
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 907,736
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 907,736
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 907,736
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 5.1%²
12.	Type of Reporting Person (See Instructions) IN

²	The percentage is based upon 17,701,786 shares of common stock outstanding as of November 3, 2017 as reported in the Issuer’s Form 10-Q filed on November 7, 2017 for quarter ended September 30, 2017.


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: Galen Partners V, L.P. Galen Partners International V, L.P. Galen Management, L.L.C. Galen Partners V, L.L.C Zubeen Shroff L. John Wilkerson David Jahns (b) Address of Principal Business Office or, if none, Residence: c/o Galen Management, L.L.C. 680 Washington Boulevard Stamford, CT 06901 (c) Citizenship: All entities were 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

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:


Galen Partners V, L.P.			825,520
Galen Partners International V, L.P.			70,493
Galen Management, L.L.C.			11,723
Galen Partners V, L.L.C ³			907,736
Zubeen Shroff ⁴			914,230
L. John Wilkerson ⁴			907,736
David Jahns ⁴			907,736

Percent of Class:⁵


Galen Partners V, L.P.	4.7	%
Galen Partners International V, L.P.	0.4	%
Galen Management, L.L.C.	0.1	%
Galen Partners V, L.L.C.	5.1	%
Zubeen Shroff	5.2	%
L. John Wilkerson	5.1	%
David Jahns	5.1	%

(b)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote


Galen Partners V, L.P.			825,520
Galen Partners International V, L.P.			70,493
Galen Management, L.L.C.			11,723
Galen Partners V, L.L.C.			0
Zubeen Shroff			6,494
L. John Wilkerson			0
David Jahns			0

(ii)

Shared power to vote or to direct the vote


Galen Partners V, L.P.			0
Galen Partners International V, L.P.			0
Galen Management, L.L.C.			0
Galen Partners V, L.L.C.			907,736
Zubeen Shroff			907,736
L. John Wilkerson			907,736
David Jahns			907,736

(iii)

Sole power to dispose or to direct the disposition of


Galen Partners V, L.P.			825,520
Galen Partners International V, L.P.			70,493
Galen Management, L.L.C.			11,723
Galen Partners V, L.L.C.			0
Zubeen Shroff			6,494
L. John Wilkerson			0
David Jahns			0

(iv)

Shared power to dispose or to direct the disposition of


Galen Partners V, L.P.			0
Galen Partners International V, L.P.			0
Galen Management, L.L.C.			0
Galen Partners V, L.L.C.			907,736
Zubeen Shroff			907,736
L. John Wilkerson			907,736
David Jahns			907,736

(3)	Galen is the general partner of Galen LP and Galen International.

(4)	The Reporting Person is a managing director of Galen and is a member of Management. The shares are held by Galen LP, Galen International and Management. 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 17,701,786 shares of common stock outstanding as of November 3, 2017 as reported in the Issuer’s Form 10-Q filed on November 7, 2017 for quarter ended September 30, 2017.

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

[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 13, 2018


GALEN PARTNERS V, L.P.		GALEN PARTNERS INTERNATIONAL V, L.P.

By:	Galen Partners V, L.L.C	By:	Galen Partners V, L.L.C.
	its General Partner		its General Partner

By:	/s/ Zubeen Shroff	By:	/s/ Zubeen Shroff
	Name:Zubeen Shroff		Name: Zubeen Shroff
	Title: Managing Director		Title: Managing Director

GALEN MANAGEMENT LLC		GALEN PARTNERS V, L.L.C.

By:	/s/ Zubeen Shroff	By:	/s/ Zubeen Shroff
	Name:Zubeen Shroff		Name:Zubeen Shroff
	Title: Member		Title: Managing Director

By:	/s/ Zubeen Shroff	By:	/s/ L. John Wilkerson
	Name: Zubeen Shroff		Name: L. John Wilkerson

By:	/s/ David Jahns
	Name: David Jahns

EXHIBITS

A:	Joint Filing Agreement

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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 13^th day of February, 2018.


GALEN PARTNERS V, L.P.		GALEN PARTNERS INTERNATIONAL V, L.P.

By:	Galen Partners V, L.L.C	By:	Galen Partners V, L.L.C.
	its General Partner		its General Partner

By:	/s/ Zubeen Shroff	By:	/s/ Zubeen Shroff
	Name:Zubeen Shroff		Name: Zubeen Shroff
	Title: Managing Director		Title: Managing Director

GALEN MANAGEMENT LLC		GALEN PARTNERS V, L.L.C.

By:	/s/ Zubeen Shroff	By:	/s/ Zubeen Shroff
	Name:Zubeen Shroff		Name:Zubeen Shroff
	Title: Member		Title: Managing Director

By:	/s/ Zubeen Shroff	By:	/s/ L. John Wilkerson
	Name: Zubeen Shroff		Name: L. John Wilkerson

By:	/s/ David Jahns
	Name: David Jahns