Outset Medical, Inc.
|
(Name of Issuer)
|
Common Stock, $0.001 par value per share
|
(Title of Class of Securities)
|
690145107
|
(CUSIP Number)
|
December 31, 2021
|
(Date of Event Which Requires Filing of this Statement)
|
☐
|
Rule 13d-1(b)
|
|
☐
|
Rule 13d-1(c)
|
|
☒
|
Rule 13d-1(d)
|
Schedule 13G
|
|||
CUSIP 690145107
|
Page 2 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Warburg Pincus LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
||
(a)☐
|
|
|
|||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
Schedule 13G
|
|||
CUSIP 690145107
|
Page 3 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Warburg Pincus X, L.P.
|
|
|
|||
|
|
||||
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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
|
Schedule 13G
|
|
|
CUSIP 690145107
|
Page 4 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Warburg Pincus Partners GP LLC
|
|
|
|||
|
|
||||
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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
|
Schedule 13G
|
|
|
CUSIP 690145107
|
Page 5 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Warburg Pincus X Partners, L.P.
|
|
|
|||
|
|
||||
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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
|
Schedule 13G
|
|
|
CUSIP 690145107
|
Page 6 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Warburg Pincus Private Equity X, L.P.
|
|
|
|||
|
|
||||
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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
|
Schedule 13G
|
|
|
CUSIP 690145107
|
Page 7 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Warburg Pincus X GP L.P.
|
|
|
|||
|
|
||||
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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
|
Schedule 13G
|
|
|
CUSIP 690145107
|
Page 8 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Warburg Pincus X Finance, L.P.
|
|
|
|||
|
|
||||
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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
|
Schedule 13G
|
|
|
CUSIP 690145107
|
Page 9 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Warburg Pincus Partners, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
||
(a)☐
|
|
|
|||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
|
Schedule 13G
|
|
|
CUSIP 690145107
|
Page 10 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Warburg Pincus & Co.
|
|
|
|||
|
|
||||
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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
|
Schedule 13G
|
|
CUSIP 690145107
|
Page 11 of 16
|
Explanatory Note:
|
Item 1(a).
|
Name of Issuer:
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a).
|
Name of Person Filing:
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
Item 2(c).
|
Citizenship:
|
Item 2(d).
|
Title and Class of Securities:
|
|
Schedule 13G
|
|
CUSIP 690145107
|
Page 12 of 16
|
Item 2(e).
|
CUSIP No.:
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
||
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
||
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of the Exchange 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)
|
☐
|
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
||
(f)
|
☐
|
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
||
(g)
|
☐
|
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
||
(h)
|
☐
|
Savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
|
|
||
(i)
|
☐
|
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)
|
☐
|
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
||
(k)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
Item 4.
|
Ownership
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On by the Parent Holding Company or Control Person.
|
|
Schedule 13G
|
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CUSIP 690145107
|
Page 13 of 16
|
Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
|
Certifications.
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|
Schedule 13G
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CUSIP 690145107
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Page 14 of 16
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Dated: February 11, 2022
|
||||
WARBURG PINCUS LLC
|
||||
|
||||
By:
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/s/ Harsha Marti
|
|||
Name:
|
Harsha Marti
|
|||
Title:
|
Managing Director
|
|||
|
||||
WARBURG PINCUS X, L.P.
|
||||
|
||||
By: Warburg Pincus X GP L.P., its general partner
|
||||
By: Warburg Pincus Partners GP LLC, its general partner
|
||||
By: Warburg Pincus Partners, L.P., its managing member
|
||||
By: Warburg Pincus & Co., its managing member
|
||||
|
|
|||
By:
|
/s/ Harsha Marti
|
|||
Name:
|
Harsha Marti
|
|||
Title:
|
Partner
|
|||
WARBURG PINCUS PARTNERS GP LLC
|
||||
|
|
|||
|
By: Warburg Pincus & Co., its managing member
|
|||
|
||||
By:
|
/s/ Harsha Marti
|
|||
Name:
|
Harsha Marti
|
|||
Title:
|
Partner
|
Schedule 13G
|
|||
CUSIP 690145107
|
Page 15 of 16
|
|
WARBURG PINCUS X PARTNERS, L.P.
|
|
|
|
|
|
By: Warburg Pincus X, L.P., its general partner
|
|
|
By: Warburg Pincus X GP L.P., its general partner
|
|
|
By: Warburg Pincus GP LLC, its general partner
|
|
|
By: Warburg Pincus Partners, L.P., its managing member
|
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
|
By:
|
/s/ Harsha Marti
|
|
Name:
|
Harsha Marti
|
|
Title:
|
Partner
|
|
WARBURG PINCUS PRIVATE EQUITY X, L.P.
|
|
|
|
|
|
By: Warburg Pincus X, L.P., its general partner
|
|
|
By: Warburg Pincus X GP L.P., its general partner
|
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
|
By: Warburg Pincus Partners, L.P., its managing member
|
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
|
By:
|
/s/ Harsha Marti
|
|
Name:
|
Harsha Marti
|
|
Title:
|
Partner
|
|
WARBURG PINCUS X GP L.P.
|
|
|
|
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
|
By: Warburg Pincus Partners, L.P., its managing member
|
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
|
By:
|
/s/ Harsha Marti
|
|
Name:
|
Harsha Marti
|
|
Title:
|
Partner
|
Schedule 13G
|
|||
CUSIP 690145107
|
Page 16 of 16
|
|
WARBURG PINCUS X FINANCE, L.P.
|
|
|
|
|
|
By: Warburg Pincus X GP, L.P., its managing general partner
|
|
|
By: Warburg Pincus Private Equity X, L.P., its general partner
|
|
|
By: Warburg Pincus X, L.P., its general partner
|
|
|
By: Warburg Pincus X GP L.P., its general partner
|
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
|
By: Warburg Pincus Partners, L.P., its managing member
|
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
|
By:
|
/s/ Harsha Marti
|
|
Name:
|
Harsha Marti
|
|
Title:
|
Partner
|
|
|
|
|
WARBURG PINCUS PARTNERS, L.P.
|
|
|
|
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
|
By:
|
/s/ Harsha Marti
|
|
Name:
|
Harsha Marti
|
|
Title:
|
Partner
|
|
|
|
|
WARBURG PINCUS & CO.
|
|
|
|
|
|
By:
|
/s/ Harsha Marti
|
|
Name:
|
Harsha Marti
|
|
Title:
|
Partner
|