| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 09/14/2020 |
3. Issuer Name and Ticker or Trading Symbol
Outset Medical, Inc. [ OM ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 79,873 | I(1)(3)(4)(5) | See footnotes(1)(3)(4)(5) |
| Common Stock | 2,496,681 | I(2)(3)(4)(5) | See footnotes(2)(3)(4)(5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Redeemable Convertible Preferred Stock | (6) | (6) | Common Stock | 117,283 | (6) | I(1)(3)(4)(5) | See footnotes(1)(3)(4)(5) |
| Series A Redeemable Convertible Preferred Stock | (6) | (6) | Common Stock | 3,666,039 | (6) | I(2)(3)(4)(5) | See footnotes(2)(3)(4)(5) |
| Series B Redeemable Convertible Preferred Stock | (7) | (7) | Common Stock | 41,587 | (7) | I(1)(3)(4)(5) | See footnotes(1)(3)(4)(5) |
| Series B Redeemable Convertible Preferred Stock | (7) | (7) | Common Stock | 1,299,946 | (7) | I(2)(3)(4)(5) | See footnotes(2)(3)(4)(5) |
| Series C Redeemable Convertible Preferred Stock | (8) | (8) | Common Stock | 22,713 | (8) | I(1)(3)(4)(5) | See footnotes(1)(3)(4)(5) |
| Series C Redeemable Convertible Preferred Stock | (8) | (8) | Common Stock | 709,965 | (8) | I(2)(3)(4)(5) | See footnotes(2)(3)(4)(5) |
| Series D Redeemable Convertible Preferred Stock | (9) | (9) | Common Stock | 16,655 | (9) | I(1)(3)(4)(5) | See footnotes(1)(3)(4)(5) |
| Series D Redeemable Convertible Preferred Stock | (9) | (9) | Common Stock | 520,621 | (9) | I(2)(3)(4)(5) | See footnotes(2)(3)(4)(5) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. These securities are held directly by Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"). |
| 2. These securities are held directly by WP X Finance, L.P., a Delaware limited partnership ("WP X Finance", and together with WP X Partners, the "WPP Funds"). WPX GP, L.P., a Delaware limited partnership ("WPX GP"), is the managing general partner of WP X Finance. Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), is the general partner of WPX GP. |
| 3. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X and WP X Partners. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. |
| 4. Each of the WPP Funds, WPX GP, WP X, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities." |
| 5. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. |
| 6. Each share of Series A redeemable convertible preferred stock is convertible into approximately 0.0949 shares of common stock of the Issuer ("Shares"), and will automatically convert upon the closing of the issuer's initial public offering (the "IPO"). These shares have no expiration date. |
| 7. Each share of Series B redeemable convertible preferred stock is convertible into approximately 0.1139 Shares, and will automatically convert upon the closing of the IPO. These shares have no expiration date. |
| 8. Each share of Series C redeemable convertible preferred stock is convertible into approximately 0.1266 Shares, and will automatically convert upon the closing of the IPO. These shares have no expiration date. |
| 9. Each share of Series D redeemable convertible preferred stock is convertible into approximately 0.1671 Shares, and will automatically convert upon the closing of the IPO. These shares have no expiration date. |
| Remarks: |
| Due to the limitations of the SEC EDGAR filing system, WP LLC is filing a separate Form 3 from the WPP Funds, WPX GP, WP X, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, and WP. |
| WARBURG PINCUS X, L.P. By: WP X GP L.P., its gp By: WPP GP LLC, its gp By: WPP, L.P., its mm By: WPP GP LLC, its gp By: WP & Co., its mm By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 09/14/2020 | |
| WARBURG PINCUS X PARTNERS, L.P. By: WP X, L.P., its gp By: WP X GP L.P., its gp By: WPP GP LLC, its gp By: WPP, L.P., its mm By: WPP GP LLC, its gp By: WP & Co., its mm By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 09/14/2020 | |
| WP X FINANCE, L.P. By: WPX GP, its mg gp By: WP X, its gp By: WP X LP, its gp By: WP X GP L.P., its gp By: WPP GP LLC, its gp By: WPP, L.P., its mm By: WPP GP LLC, its gp By: WP & Co., its mm By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 09/14/2020 | |
| WPX GP, L.P. By: WP X, its gp By: WP X LP, its gp By: WP X GP L.P., its gp By: WPP GP LLC, its gp By: WPP, L.P., its mm By: WPP GP LLC, its gp By: WP & Co., its mm By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 09/14/2020 | |
| WARBURG PINCUS PRIVATE EQUITY X, L.P. By: WP X, L.P., its gp By: WP X GP L.P., its gp By: WPP GP LLC, its gp By: WPP, L.P., its mm By: WPP GP LLC, its gp By: WP & Co., its mm By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 09/14/2020 | |
| WARBURG PINCUS X GP L.P. By: WPP GP LLC, its gp By: WPP, L.P., its mm By: WPP GP LLC, its gp By: WP & Co., its mm By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 09/14/2020 | |
| WPP GP LLC By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 09/14/2020 | |
| WARBURG PINCUS PARTNERS, L.P. By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 09/14/2020 | |
| WARBURG PINCUS PARTNERS GP LLC By: Warburg Pincus & Co., its managing member By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 09/14/2020 | |
| WARBURG PINCUS & CO. By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 09/14/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||