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CUSIP No. |
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Page 1 of 6 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Tandem Diabetes Care, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
875372 104
(CUSIP Number)
Kim D. Blickenstaff
President and Chief Executive Officer
Tandem Diabetes Care, Inc.
11075 Roselle Street
San Diego, California 92121
(858) 366-6900
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 13, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.☐☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a person’s initial filing on this form with respect to subject class of securities, and for any subsequent amendment containing information which would alter disclosures in a prior cover page.
The information required on 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).
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1. |
NAMES OF REPORTING PERSONS KIM D. BLICKENSTAFF |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
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3. |
SEC USE ONLY
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4. |
SOURCE OF FUNDS (see instructions) PF |
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5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions)☐ |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 183,344 |
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8. |
SHARED VOTING POWER 1,821,456 |
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9. |
SOLE DISPOSITIVE POWER 183,344 |
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10. |
SHARED DISPOSITIVE POWER 1,821,456 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,004,800 (1) |
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12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)☐ |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% (1)(2)(3) |
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14. |
TYPE OF REPORTING PERSON (see instructions) IN |
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(1) |
Consists of (i) 183,344 shares of Common Stock the Reporting Person has the right to acquire pursuant to the exercise of vested and unvested stock options held by the Reporting Person (the “Options”), (ii) 1,236,494 shares of Common Stock held by the Kim Blickenstaff Revocable Trust dated April 15, 2010 (the “Trust”), for which the Reporting Person is the trustee, and (iii) 584,962 shares of Common Stock underlying warrants held by the Trust. |
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(2) |
The percentage of class is based on 44,699,404 shares of Common Stock issued and outstanding as of February 13, 2018. |
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(4) |
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NAMES OF REPORTING PERSONS
KIM BLICKENSTAFF REVOCABLE TRUST DATED APRIL 15, 2010
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
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3. |
SEC USE ONLY
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4. |
SOURCE OF FUNDS (see instructions) PF |
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5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions)☐ |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 1,821,456 |
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8. |
SHARED VOTING POWER 0 |
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9. |
SOLE DISPOSITIVE POWER 1,821,456 |
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10. |
SHARED DISPOSITIVE POWER 0 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,821,456 (1) |
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12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)☐ |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% (1)(2) |
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12. |
TYPE OF REPORTING PERSON (see instructions) OO |
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(1) |
Consists of (i) 1,236,494 shares of Common Stock held by the Reporting Person, for which Mr. Blickenstaff is the trustee, and (ii) 584,962 shares of Common Stock underlying warrants held by the Reporting Person. |
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(2) |
The percentage of class is based on 44,699,404 shares of Common Stock issued and outstanding as of February 13, 2018. |
EXPLANATORY NOTE: This Amendment No. 4 to Schedule 13D (the “Amendment”) is being filed on behalf of Kim D. Blickenstaff (“Mr. Blickenstaff”) and the Kim Blickenstaff Revocable Trust dated April 15, 2010, of which Mr. Blickenstaff is trustee (the “Trust”, and together with Mr. Blickenstaff, the “Reporting Persons”), to amend the statement on Schedule 13D relating to the common stock, $0.001 par value per share (the “Common Stock”), of Tandem Diabetes, Inc., a Delaware corporation (the “Issuer”), as filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2013 (the “Original Schedule 13D”) and amended by the filing of Amendment No. 1 to Schedule 13D, as filed with the SEC on November 27, 2013, Amendment No. 2 to Schedule 13D, as filed with the SEC on April 4, 2017, and Amendment No. 3 to Schedule 13D, as filed with the SEC on October 24, 2017 (the Original Schedule 13D, as so amended, the “Previously Amended Schedule 13D”). This Amendment is being filed to report the Trust’s purchase of 750,000 shares of Common Stock in the Issuer’s firm commitment underwritten public offering that closed on February 13, 2018. The Previously Amended Schedule 13D is hereby amended and supplemented as detailed below and, except as amended and supplemented hereby, the Previously Amended Schedule 13D remains in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to the terms in the Previously Amended Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Previously Amended Schedule 13D is hereby amended and restated in its entirety to read as follows:
Mr. Blickenstaff has the right to acquire 183,344 shares of Common Stock upon the exercise of vested and unvested options that were granted without consideration in exchange for employment by the Issuer. Of this amount, 135,903 shares are issuable upon the exercise of options that are exercisable within 60 days of the date hereof.
The Trust owns 1,236,494 shares of Common Stock, of which 750,000 shares of Common Stock were purchased on February 13, 2018 in the Issuer’s firm commitment underwritten offering (the “Public Offering”). The source of funds for the purchase of the shares of Common Stock in the Public Offering was trust funds. The Trust also holds warrants to purchase in the aggregate 584,962 shares of Common Stock.
Item 5. Interest in Securities of the Issuer
Item 5 of the Previously Amended Schedule 13D is hereby amended and restated in its entirety to read as follows:
Mr. Blickenstaff is the beneficial owner of an aggregate of 2,004,800 shares of Common Stock, representing 4.4% of the outstanding Common Stock. Mr. Blickenstaff’s ownership is comprised of (i) 183,344 shares of Common Stock issuable upon the exercise of vested and unvested options, 135,903 of which are issuable upon the exercise of options that are exercisable within 60 days of the date hereof, (ii) 1,236,494 shares of Common Stock held by the Trust, and (iii) 584,962 shares of Common Stock underlying warrants held by the Trust. Mr. Blickenstaff is voluntarily reporting all shares underlying the options as beneficially owned by Mr. Blickenstaff regardless of the date on which such options vest.
The Trust is the beneficial owner of an aggregate of 1,821,456 shares of Common Stock, representing 4.0% of the outstanding Common Stock. The Trust’s ownership is comprised of (i) 1,236,494 shares of Common Stock held by the Trust, and (ii) 584,962 shares of Common Stock underlying warrants held by the Trust.
All percentages in this Item 5 relating to beneficial ownership of Common Stock are based on 44,699,404 shares of Common Stock issued and outstanding as of February 13, 2018, as reported by the Issuer to the Reporting Persons.
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(a) |
Regarding the number of shares as to which each Reporting Person has: |
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i. |
sole power to vote or direct the vote: See line 7 of the applicable cover sheets for such Reporting Person. |
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ii. |
shared power to vote or to direct the vote: See line 8 of the applicable cover sheets for such Reporting Person. |
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iii. |
sole power to dispose or to direct the disposition: See line 9 of the applicable cover sheets for such Reporting Person. |
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iv. |
shared power to dispose or direct the disposition: See line 10 of the applicable cover sheets for such Reporting Person. |
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(b) |
None. |
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(c) |
Not applicable. |
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(d) |
Not applicable. |
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(e) |
The Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities on February 13, 2018. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The third paragraph following the outstanding option table in Item 6 of the Previously Amended Schedule 13D is hereby amended and restated in its entirety to read as follows:
On February 13, 2018, in connection with the Public Offering, the Reporting Persons, together with other officers, directors and stockholders of the Issuer, entered into a Lock-Up Agreement. Pursuant to such Lock-Up Agreement, the Reporting Persons agreed that they will not sell, transfer or dispose of, directly or indirectly, any of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for a period of 90 days after the date of the final prospectus for the Public Offering. This summary description does not purport to be complete, and is qualified in its entirety by the Form of Lock-Up Agreement attached as Exhibit C to the Form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on January 29, 2018, which is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
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Exhibit Number |
Description |
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1.1 |
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10.1 |
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10.2 |
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99.1 |
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 13, 2018.
/s/ Kim D. Blickenstaff
Kim D. Blickenstaff
Kim Blickenstaff Revocable Trust dated April 15, 2010
By: /s/ Kim D. Blickenstaff
Name: Kim D. Blickenstaff
Title: Trustee