TACTILE SYSTEMS TECHNOLOGY INC — Director's Dealing 2016

Aug 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TACTILE SYSTEMS TECHNOLOGY INC (TCMD)
CIK: 0001027838
Period of Report: 2016-08-02

Reporting Person: Galen Partners V LP (10% Owner)
Reporting Person: Galen Partners International V LP (10% Owner)
Reporting Person: Galen Management, LLC (10% Owner)
Reporting Person: Galen Partners V, L.L.C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-02	Common Stock	C	2742337	—	Acquired	2742337	Indirect
2016-08-02	Common Stock	C	2001296	—	Acquired	4743633	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-02	Series A Preferred Stock	$	C	1942336	Disposed		Common Stock (1942336)	Direct
2016-08-02	Series B Preferred Stock	$	C	1156467	Disposed		Common Stock (1156467)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	62055	Indirect

Footnotes

F1: Each share of Series A Preferred Stock was convertible at any time at the option of the holder, and converted 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 was 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.

F2: Includes 2,526,585 shares held of record by Galen Partners V, L.P. ("Galen V"), and 215,752 shares held of record by Galen Partners International V, L.P. ("Galen International V").

F3: 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.

F4: Each share of Series B Preferred Stock was convertible at any time at the option of the holder, and converted 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 was 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 accrued a dividend that was payable-in-kind in shares of the Issuer's common stock.

F5: Includes 4,370,430 shares held of record by Galen V and 373,203 shares held of record by Galen International V.

F6: The shares are held of record by Galen Management, LLC ("Galen Management").

F7: The securities did not have an expiration date. The securities converted automatically into shares of the Issuer's Common Stock in connection with the closing of the Issuer's initial public offering.