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NLIGHT, INC. — Major Shareholding Notification 2019
Feb 14, 2019
31945_mrq_2019-02-14_96cebb6c-68d9-423d-831e-6c268bcc941e.zip
Major Shareholding Notification
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SC 13G 1 a19-4758_1sc13g.htm SC 13G
| SECURITIES AND EXCHANGE COMMISSION |
|---|
| Washington, DC 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. )*
NLIGHT, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
65487K100
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
|---|---|
| o | 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).
SEQ.=1,FOLIO='',FILE='C:\JMS\C905625\19-4758-1\task9212815\4758-1-ba.htm',USER='C905625',CD='Feb 14 10:05 2019'
| 2. | Names of Reporting Persons MOHR, DAVIDOW VENTURES VI, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions) | |
|---|---|---|
| (a) | o | |
| (b) | x (1) | |
| 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 4,440,690 Shares (2) |
| 6. | Shared Voting Power 0 Shares | |
| 7. | Sole Dispositive Power 4,440,690 Shares (2) | |
| 8. | Shared Dispositive Power 0 Shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,440,690 Shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row 9 12.1% (3) | |
| 12. | Type of Reporting Person (See Instructions) PN |
(1) This Schedule 13G is filed by Mohr, Davidow Ventures VI, L.P., as nominee for Mohr, Davidow Ventures VI, L.P., MDV VI Leaders Fund, L.P., MDV Entrepreneurs Network Fund III (A), L.P., and MDV Entrepreneurs Network Fund III (B), L.P (collectively, the MDV Funds) and Sixth MDV Partners, L.L.C. (MDV and, together with the MDV Funds, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) The shares are held Mohr, Davidow Ventures VI, L.P., as nominee for the MDV Funds. Sixth MDV Partners, L.L.C. is the general partner of each of the MDV Funds. Jonathan Feiber and Nancy Schoendorf are managing members of Sixth MDV Partners, L.L.C. and share voting and dispositive power over the shares held by the MDV Funds.
(3) This percentage is calculated based on 36,571,861 shares of the Issuers stock outstanding as of November 6, 2018, as set forth in the Issuers most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2018.
2
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| 2. | Names of Reporting Persons Sixth MDV Partners, L.L.C. — Check the Appropriate Box if a Member of a Group (See Instructions) | |
|---|---|---|
| (a) | o | |
| (b) | x (1) | |
| 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 Shares |
| 6. | Shared Voting Power 4,440,690 Shares (2) | |
| 7. | Sole Dispositive Power 0 Shares | |
| 8. | Shared Dispositive Power 4,440,690 Shares (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,440,690 Shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row 9 12.1% (3) | |
| 12. | Type of Reporting Person (See Instructions) OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) The shares are held Mohr, Davidow Ventures VI, L.P., as nominee for Mohr, Davidow Ventures VI, L.P., MDV VI Leaders Fund, L.P., MDV Entrepreneurs Network Fund III (A), L.P., and MDV Entrepreneurs Network Fund III (B), L.P (collectively, the MDV Funds). Sixth MDV Partners, L.L.C. is the general partner of each of the MDV Funds. Jonathan Feiber and Nancy Schoendorf are managing members of Sixth MDV Partners, L.L.C. and share voting and dispositive power over the shares held by the MDV Funds.
(3) This percentage is calculated based on 36,571,861 shares of the Issuers stock outstanding as of November 6, 2018, as set forth in the Issuers most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2018.
3
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| 2. | Names of Reporting Persons Nancy Schoendorf — Check the Appropriate Box if a Member of a Group (See Instructions) | |
|---|---|---|
| (a) | o | |
| (b) | x (1) | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 Shares |
| 6. | Shared Voting Power 4,440,690 Shares (2) | |
| 7. | Sole Dispositive Power 0 Shares | |
| 8. | Shared Dispositive Power 4,440,690 Shares (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,440,690 Shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row 9 12.1% (3) | |
| 12. | Type of Reporting Person (See Instructions) IN |
(1) This Schedule 13G is filed the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) The shares are held Mohr, Davidow Ventures VI, L.P., as nominee for Mohr, Davidow Ventures VI, L.P., MDV VI Leaders Fund, L.P., MDV Entrepreneurs Network Fund III (A), L.P., and MDV Entrepreneurs Network Fund III (B), L.P (collectively, the MDV Funds). Sixth MDV Partners, L.L.C. is the general partner of each of the MDV Funds. Jonathan Feiber and Nancy Schoendorf are managing members of Sixth MDV Partners, L.L.C. and share voting and dispositive power over the shares held by the MDV Funds.
(3) This percentage is calculated based on 36,571,861 shares of the Issuers stock outstanding as of November 6, 2018, as set forth in the Issuers most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2018.
4
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| 2. | Names of Reporting Persons Jonathan Feiber — Check the Appropriate Box if a Member of a Group (See Instructions) | |
|---|---|---|
| (a) | o | |
| (b) | x (1) | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 Shares |
| 6. | Shared Voting Power 4,440,690 Shares (2) | |
| 7. | Sole Dispositive Power 0 Shares | |
| 8. | Shared Dispositive Power 4,440,690 Shares (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,440,690 Shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row 9 12.1% (3) | |
| 12. | Type of Reporting Person (See Instructions) IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) The shares are held Mohr, Davidow Ventures VI, L.P., as nominee for Mohr, Davidow Ventures VI, L.P., MDV VI Leaders Fund, L.P., MDV Entrepreneurs Network Fund III (A), L.P., and MDV Entrepreneurs Network Fund III (B), L.P (collectively, the MDV Funds). Sixth MDV Partners, L.L.C. is the general partner of each of the MDV Funds. Jonathan Feiber and Nancy Schoendorf are managing members of Sixth MDV Partners, L.L.C. and share voting and dispositive power over the shares held by the MDV Funds.
(3) This percentage is calculated based on 36,571,861 shares of the Issuers stock outstanding as of November 6, 2018, as set forth in the Issuers most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2018.
5
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Introductory Note: This Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (Common Stock), of nLIGHT, Inc.
| Item 1(a). | Name of Issuer: NLIGHT, Inc. |
|---|---|
| Item 1(b). | Address of Issuers Principal Executive Offices: 5408 NE 88th Street, Building E, Vancouver, Washington 98665 |
| Item 2(a). | Name of Person Filing: Mohr, Davidow Ventures VI, L.P. Sixth MDV Partners, L.L.C. Nancy Schoendorf Jonathan Feiber |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: 777 Mariners Island Boulevard, Suite 550, San Mateo, CA 94404 |
| Item 2(c). | Citizenship: All entities were organized in Delaware. The individuals are all United States citizens. |
| Item 2(d). | Title of Class of Securities: Common Stock |
| Item 2(e). | CUSIP Number: 65487K100 |
| 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. |
6
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ITEM 4. Ownership
| Fund Entities | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (2) |
|---|---|---|---|---|---|---|---|
| Mohr, Davidow Ventures VI, L.P. (1) | 4,440,690 | 4,440,690 | 0 | 4,440,690 | 0 | 4,440,690 | 12.1 % |
| Sixth MDV Partners, L.L.C. (1) | 0 | 0 | 4,440,690 | 0 | 4,440,690 | 4,440,690 | 12.1 % |
| Nancy Schoendorf (1) | 0 | 0 | 4,440,690 | 0 | 4,440,690 | 4,440,690 | 12.1 % |
| Jonathan Feiber (1) | 0 | 0 | 4,440,690 | 0 | 4,440,690 | 4,440,690 | 12.1 % |
(1) The shares are held Mohr, Davidow Ventures VI, L.P., as nominee for Mohr, Davidow Ventures VI, L.P., MDV VI Leaders Fund, L.P., MDV Entrepreneurs Network Fund III (A), L.P., and MDV Entrepreneurs Network Fund III (B), L.P (collectively, the MDV Funds). Sixth MDV Partners, L.L.C. is the general partner of each of the MDV Funds. Jonathan Feiber and Nancy Schoendorf are managing members of Sixth MDV Partners, L.L.C. and share voting and dispositive power over the shares held by the MDV Funds.
(2) This percentage is calculated based on 36,571,861 shares of the Issuers stock outstanding as of November 6, 2018, as set forth in the Issuers most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2018.
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 o .
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.
7
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| Item 10. |
|---|
| 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 14, 2019
| MOHR, DAVIDOW VENTURES VI, L.P. — By: | Sixth MDV Partners, L.L.C., | /s/ Jonathan Feiber |
|---|---|---|
| its General Partner | Name: Jonathan Feiber | |
| Title: Managing Member | ||
| By: | /s/ Jonathan Feiber | |
| Name: Jonathan Feiber | ||
| Title: Managing Member | ||
| /s/ Jonathan Feiber | /s/ Nancy Schoendorf | |
| Jonathan Feiber | Nancy Schoendorf |
EXHIBITS
A: Joint Filing Agreement
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EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of NLIGHT, Inc. is filed on behalf of each of us.
Dated: February 14, 2019
| MOHR, DAVIDOW VENTURES VI, L.P. — By: | Sixth MDV Partners, L.L.C., | /s/ Jonathan Feiber |
|---|---|---|
| its General Partner | Name: Jonathan Feiber | |
| Title: Managing Member | ||
| By: | /s/ Jonathan Feiber | |
| Name: Jonathan Feiber | ||
| Title: Managing Member | ||
| /s/ Jonathan Feiber | /s/ Nancy Schoendorf | |
| Jonathan Feiber | Nancy Schoendorf |
9
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