SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HealthCor Partners Fund II, L.P.

(Last) (First) (Middle)
1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ReShape Lifesciences Inc. [ RSLS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 12/19/2017 C 136,580(1) A (2) 174,472 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock, par value $0.01 (2) 12/19/2017 C 20,487 12/19/2017 (4) Common Stock 136,580 (5) 26,200 D(3)
1. Name and Address of Reporting Person*
HealthCor Partners Fund II, L.P.

(Last) (First) (Middle)
1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HealthCor Partners Management LP

(Last) (First) (Middle)
1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HealthCor Partners Management GP, LLC

(Last) (First) (Middle)
1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HealthCor Partners II, L.P.

(Last) (First) (Middle)
1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HealthCor Partners GP, LLC

(Last) (First) (Middle)
1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cohen Arthur Bruce

(Last) (First) (Middle)
12 SOUTH MAIN STREET, SUITE #203

(Street)
NORWALK CT 06854

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Healey Joseph Patrick

(Last) (First) (Middle)
1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lightcap Jeffrey C

(Last) (First) (Middle)
1325 AVENUE OF THE AMERICAS, 27TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. Share amounts and ratios reflect the 15-for-1 reverse stock split effected June 4, 2018.
2. Automatic conversion of 20,487 shares of Series C Preferred Stock into shares of Common Stock at a conversion ratio of 1:6.6667.
3. HealthCor Partners Fund II, L.P. ("HCPII Fund") is the direct beneficial owner of the securities reported herein. The shares held by HCPII Fund may be deemed to be beneficially owned by HealthCor Partners II, L.P. ("HCP2LP"), its general partner, and by HealthCor Partners GP, LLC ("HCPGP"), the general partner of HCP2LP. HealthCor Partners Management, L.P. ("HPMLP") serves as the investment manager to HCPII Fund, and HealthCor Partners Management GP, LLC ("HCPMGP") serves as the general partner of HPMLP. Jeffrey C. Lightcap, Arthur Cohen and Joseph Healey are managing members of HCPMGP and HCPGP. Each reporting person disclaims beneficial ownership of shares held by HCPII Fund except to the extent of any pecuniary interest therein.
4. N/A
5. Issued as merger consideration.
Remarks:
HealthCor Partners II, L.P., for itself and as general partner on behalf of HealthCor Partners Fund II, L.P, By: HealthCor Partners GP, LLC, its general partner, By: /s/ Jeffrey C. Lightcap, Managing Member 06/05/2018
HealthCor Partners GP, LLC, By: /s/ Jeffrey C. Lightcap, Managing Member 06/05/2018
HealthCor Partners Management GP, LLC, for itself and as general partner on behalf of HealthCor Partners Management, L.P., By: /s/ Jeffrey C. Lightcap, Managing Member 06/05/2018
/s/ Anabelle P. Gray as attorney-in-fact for Arthur Cohen 06/05/2018
/s/ Anabelle P. Gray as attorney-in-fact for Joseph Patrick Healey 06/05/2018
/s/ Jeffrey C. Lightcap 06/05/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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