SEC Form 3

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

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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. Date of Event Requiring Statement (Month/Day/Year) 10/03/2017	3. Issuer Name and Ticker or Trading Symbol ReShape Lifesciences Inc. [ RSLS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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, par value $0.01 per share	37,892(1)	D(2)(3)

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 C Convertible Preferred Stock, par value $0.01	(3)	(3)	Common Stock	311,247(1)	(3)	D(2)

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 conversion ratios reflect the 15-for-1 reverse stock split effected June 4, 2018.

2. HealthCor Partners Fund II, L.P. ("HCPII Fund") is a private investment partnership which 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 owner disclaims beneficial ownership of shares held by HCPII Fund except to the extent of any pecuniary interest therein.

3. The shares were issued in connection with the Agreement and Plan of Merger, dated October 2, 2017, among ReShape Lifesciences Inc. (formerly EnteroMedics Inc., the "Company"), ReShape Medical, Inc. ("ReShape Medical"), and the other parties named therein (the "Merger Agreement"), pursuant to which the Company acquired ReShape Medical. Each share of Series C Convertible Preferred Stock issued under the Merger Agreement is convertible into 6.6667 shares of common stock, subject to and contingent upon the approval of the Company's stockholders in accordance with the NASDAQ Stock Market Rules. The Company's stockholders approved such conversion on December 19, 2017. The Series C Preferred Stock has no expiration date.

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, its general partner, 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.
* 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).
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POWER OF ATTORNEY



Know all by these presents,that each of the

undersigned hereby individually constitutes

and appoints Anabelle Perez Gray the

undersigned's true and lawful

attorney-in-fact to:



(1) execute for and on behalf of the

undersigned a Form ID application, and any

amendments thereto to be filed with the

Securities and Exchange Commission to

obtain or update EDGAR codes for the

undersigned;



(2) execute for and on behalf of the

undersigned Forms 3, 4, and 5 and Schedules

13D or 13G, as appropriate, and any required

amendments thereto (collectively, "Reports"),

with respect to his securities ownership of

ReShape Lifesciences Inc. (the "Company") in

accordance with Section 13(d) and/or 16(a) of

the Securities and Exchange Act of 1934, as

amended, and the respective rules

promulgated thereunder;



(3) do and perform any and all acts for and

on behalf of the undersigned which may be

necessary or desirable to complete and execute

any such Report and timely file such form with

the United States Securities and Exchange

Commission and any stock exchange or similar

authority; and



(4) take any other action of any type

whatsoever in connection with the foregoing

that, in the opinion of such attorney-in-fact,

may be of benefit to, in the best interest of,

or legally required by, the undersigned, it

being understood that the documents executed

by such attorney-in-fact on behalf of the

undersigned pursuant to this Power of

Attorney shall be in such form and shall

contain such terms and conditions as such

attorney-in-fact may approve in such

attorney-in-fact's discretion.



Each of the undersigned hereby individually

grants to such attorney-in-fact full power

and authority to do and perform any and every

act and thing whatsoever requisite, necessary,

or proper to be done in the exercise of any

of the rights and powers herein granted,

as fully to all intents and purposes as the

undersigned might or could do if personally

present, with full power of substitution or

revocation, hereby ratifying and confirming

all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes,

shall lawfully do or cause to be done by

virtue of this power of attorney and the

rights and powers herein granted.  Each of the

undersigned hereby individually acknowledges

that the foregoing attorney-in-fact, in serving

in such capacity at the request of the

undersigned, are not assuming, nor is the Company

assuming, any of the undersigned's responsibilities

to comply with Section 13(d) or 16 of the

Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force

and effect until the undersigned is no longer

required to file Reports with respect to

the undersigned's holdings of and transactions in

securities issued by the Company, unless earlier

revoked by the undersigned in a signed writing

delivered to the foregoing attorney-in-fact.



IN WITNESS WHEREOF, each of the undersigned has

caused this Power of Attorney to be executed this

4th day of June 2018.



/s/ Arthur Cohen



/s/ Joseph Healey