TACTILE SYSTEMS TECHNOLOGY INC — Director's Dealing 2016

Jul 27, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TACTILE SYSTEMS TECHNOLOGY INC (TCMD)
CIK: 0001027838
Period of Report: 2016-07-27

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	62055	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (1942336)		Indirect
Series B Preferred Stock	$		Common Stock (1156467)		Indirect

Footnotes

F1: The shares are held of record by Galen Management, LLC ("Galen Management").

F2: Each share of Series A Preferred Stock is convertible at any time at the option of the holder, and will convert 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 is 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.

F3: The securities do not have an expiration date.

F4: Includes 1,789,523 shares held of record by Galen Partners V, L.P. ("Galen V"), and 152,813 shares held of record by Galen Partners International V, L.P. ("Galen International V").

F5: 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.

F6: Each share of Series B Preferred Stock is convertible at any time at the option of the holder, and will convert 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 is 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 accrue a dividend that is payable-in-kind in shares of the Issuer's common stock.

F7: Includes 1,065,482 shares held of record by Galen V and 90,985 shares held of record by Galen International V.