TACTILE SYSTEMS TECHNOLOGY INC

Major Shareholding Notification • Jul 10, 2024

SC 13G/A 1 tcmd-sc13ga_063024.htm AMENDMENT TO FORM SC 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

Tactile Systems Technology, Inc.

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(Name of Issuer)

Common Stock, $0.01 par value

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(Title of Class of Securities)

87357P100

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(CUSIP Number)

June 30, 2024

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(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 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).

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CUSIP No . 87357P100 Page 2 of 7

| 1 | NAME
OF REPORTING PERSONS First Light Asset Management, LLC I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 46-3521994 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (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 689,815 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 689,815 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 689,815 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% | |
| 12 | TYPE
OF REPORTING PERSON IA | |

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| CUSIP
No . — 1 | NAME
OF REPORTING PERSONS Mathew P. Arens I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
State of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER 689,815 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 689,815 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 689,815 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

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CUSIP No . 87357P100 Page 4 of 7

| Item
1(a). | | Name
of Issuer: | |
| --- | --- | --- | --- |
| | | Tactile
Systems Technology, Inc. | |
| Item
1(b). | | Address
of Issuer’s Principal Executive Offices: | |
| | | 3701
Wayzata Blvd, Suite 300, Minneapolis, MN 55416 | |
| Item
2(a). | | Name
of Person Filing: | |
| | | This
Schedule 13G is being jointly filed by the following: First
Light Asset Management, LLC (the “Manager”) Mathew
P. Arens (“Mr. Arens”) | |
| | | The
Manager may be deemed to be the beneficial owner of 689,815 of the Issuer’s shares of common stock (the “Shares”).
The Manager acts as an investment adviser to certain persons holding separately managed accounts with the Manager, each of whom has
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, those shares. The Manager
may also be deemed to be the beneficial owner of these shares because it acts as an investment adviser to certain private funds.
Mr. Arens may also be deemed to be the beneficial owner of these shares because he controls the Manager in his position as managing
member and majority owner of the Manager. The Manager and Mr. Arens are filing this Schedule 13G/A with respect to these Shares pursuant
to Rule 13d-1(b) under the Act. The
Manager and Mr. Arens may be deemed to be the beneficial owner of the total amount of Shares set forth across from its or his respective
name in Item 4 below. The filing of this Schedule 13G shall not be construed as an admission that the reporting persons or any of their
affiliates are the beneficial owner of any securities covered by this Schedule 13G for any other purposes other than Section 13(d) of
the Securities Exchange Act of 1934. | |
| Item
2(b). | | Address
of Principal Business Office or, if None, Residence: | |
| | | Each
of the reporting persons identified in Item 2(a) has its principal business office at: 3300
Edinborough Way, Suite 201, Edina, MN 55435 | |
| Item
2(c). | | Citizenship: | |
| | | First
Light Asset Management, LLC – Delaware limited liability company Mathew
P. Arens – United States citizen | |
| Item
2(d). | | Title
of Class of Securities: | |
| | | Common
Stock, $0.01 par value | |
| Item
2(e). | | CUSIP
Number: 87357P100 | |
| 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: | | |
| | (a) | ☐ | Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| | (b) | ☐ | Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | ☐ | Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | ☐ | Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| | (e) | ☒ | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |

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| CUSIP
No . | (f) | ☐ | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| --- | --- | --- | --- |
| | (g) | ☒ | A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); |
| | (h) | ☐ | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | (i) | ☐ | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3); |
| | (j) | ☐ | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
| 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: | |
| | | First
Light Asset Management, LLC – 689,815 Mathew
P. Arens – 689,815 | |
| | (b) | Percent
of class: | |
| | | First
Light Asset Management, LLC – 2.90% Mathew
P. Arens – 2.90% | |
| | (c) | Number
of shares as to which such person has: | |
| | | (i) | Sole
power to vote or to direct the vote |
| | | | First
Light Asset Management, LLC – 0 Mathew
P. Arens – 0 |
| | | (ii) | Shared
power to vote or to direct the vote |
| | | | First
Light Asset Management, LLC – 689,815 Mathew
P. Arens –689,815 |
| | | (iii) | Sole
power to dispose or to direct the disposition of |
| | | | First
Light Asset Management, LLC – 0 Mathew
P. Arens – 0 |
| | | (iv) | Shared
power to dispose or to direct the disposition of |
| | | | First
Light Asset Management, LLC – 689,815 Mathew
P. Arens – 689,815 |

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CUSIP No . 87357P100 Page 6 of 7

| Item
5. | Ownership
of Five 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 five percent of the class of securities, check the following ☒ |
| Item
6. | Ownership
of More than Five 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 Group. |
| | Not
applicable |
| Item
10. | Certification. |

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

| FIRST
LIGHT ASSET MANAGEMENT, LLC | |
| --- | --- |
| Date: | July 10, 2024 |
| By: | /s/
Kurt T. Peterson |
| Name: | Kurt
T. Peterson |
| Title: | Chief
Compliance Officer |
| Date: | July
10, 2024 |
| Signature: | /s/
Mathew P. Arens |
| Name: | Mathew
P. Arens |

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CUSIP No . 87357P100 Page 7 of 7

Exhibit A

JOINT FILING AGREEMENT

The Undersigned agree that the statement on Schedule 13G with respect to the common stock of Tactile Systems Technology, Inc. dated as of July 10, 2024, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

| FIRST
LIGHT ASSET MANAGEMENT, LLC | |
| --- | --- |
| By: | /s/
Kurt T. Peterson |
| Name: | Kurt
T. Peterson |
| Title: | Chief
Compliance Officer |
| Signature: | /s/
Mathew P. Arens |
| Name: | Mathew
P. Arens |

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