TACTILE SYSTEMS TECHNOLOGY INC - Major Shareholding Notification 2017

SC 13G 1 d341258dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

U NDER THE S ECURITIES E XCHANGE A CT OF 1934

Tactile Systems Technology, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

87357P 10 0

(CUSIP Number)

December 31, 2016

(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 persons 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 12 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 4,370,430 |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 4,370,430 |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,370,430 | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) | |
| 11. | Percent of Class Represented by Amount
in Row (9) 26.0% 2 | |
| 12. | Type of Reporting Person (See
Instructions) PN | |

1 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 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuers Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016.

CUSIP No. 87357P 10 0 13G Page 3 of 12 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 373,203 |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 373,203 |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 373,203 | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) | |
| 11. | Percent of Class Represented by Amount
in Row (9) 2.2% 2 | |
| 12. | Type of Reporting Person (See
Instructions) PN | |

CUSIP No. 87357P 10 0 13G Page 4 of 12 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 62,055 |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 62,055 |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 62,055 | |
| 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) OO | |

CUSIP No. 87357P 10 0 13G Page 5 of 12 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 4,805,688 |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 4,805,688 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,805,688 | |
| 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) OO | |

CUSIP No. 87357P 10 0 13G Page 6 of 12 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 863 |
| | 6. | Shared Voting Power 4,805,688 |
| | 7. | Sole Dispositive Power 863 |
| | 8. | Shared Dispositive Power 4,805,688 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,806,551 | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9) 28.6% 2 | |
| 12. | Type of Reporting Person (See
Instructions) IN | |

CUSIP No. 87357P 10 0 13G Page 7 of 12 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 4,805,688 |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 4,805,688 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,805,688 | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9) 28.6% 2 | |
| 12. | Type of Reporting Person (See
Instructions) IN | |

CUSIP No. 87357P 10 0 13G Page 8 of 12 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 4,805,688 |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 4,805,688 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,805,688 | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9) 28.6% 2 | |
| 12. | Type of Reporting Person (See
Instructions) IN | |

Item 1

(a) Name of Issuer:

Tactile Systems Technology, Inc.

(b) Address of Issuers 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

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.	4,370,430
Galen Partners International V, L.P.	373,203
Galen Management, L.L.C.	62,055
Galen Partners V, L.L.C 3	4,805,688
Zubeen Shroff 4	4,806,511
L. John Wilkerson 4	4,805,688
David Jahns 4	4,805,688

Percent of Class: 5

Galen Partners V, L.P.	26.0
Galen Partners International V, L.P.	2.2 %
Galen Management, L.L.C.	0.4 %
Galen Partners V, L.L.C.	28.6 %
Zubeen Shroff	28.6 %
L. John Wilkerson	28.6 %
David Jahns	28.6 %

(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.	4,370,430
Galen Partners International V, L.P.	373,203
Galen Management, L.L.C.	62,055
Galen Partners V, L.L.C.	0
Zubeen Shroff	863
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.	4,805,688
Zubeen Shroff	4,805,688
L. John Wilkerson	4,805,688
David Jahns	4,805,688

(iii) Sole power to dispose or to direct the disposition of

Galen Partners V, L.P.	4,370,430
Galen Partners International V, L.P.	373,203
Galen Management, L.L.C.	62,055
Galen Partners V, L.L.C.	0
Zubeen Shroff	863
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.	4,805,688
Zubeen Shroff	4,805,688
L. John Wilkerson	4,805,688
David Jahns	4,805,688

(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 16,813,826 shares of common stock outstanding as of November 10, 2016 as reported in the Issuers Form 10-Q filed on November 10, 2016 for quarter ended September 30, 2016.

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 6, 2017

| GALEN PARTNERS V, L.P. — By: | Galen Partners V, L.L.C its General
Partner | By: | Galen Partners V, L.L.C. 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 — 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)

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