SEC Filing - ReShape Lifesciences

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SEC FORM 3 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^*

Stevenson Sharon

(Last)

(First)

(Middle)

C/O OKAPI VENTURE CAPITAL

1590 SOUTH COAST HIGHWAY, NO. 10

(Street)

LAGUNA BEACH

92651

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2016

3. Issuer Name and Ticker or Trading Symbol
OBALON THERAPEUTICS INC [ OBLN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	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)

X	Form filed by One Reporting Person
	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)
No securities are beneficially owned	0	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	190,780	⁽¹⁾	I	By Okapi Ventures, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	266,829	⁽³⁾	I	By Okapi Ventures, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	40,995	⁽⁴⁾	I	By Okapi Ventures, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	161,504	⁽⁴⁾	I	By Okapi Ventures II, L.P.⁽⁵⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	119,441	⁽⁶⁾	I	By Okapi Ventures II, L.P.⁽⁵⁾
Series E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	60,290	⁽⁷⁾	I	By Okapi Ventures II, L.P.⁽⁵⁾
Series E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	47,629	⁽⁷⁾	I	By Okapi Ventures, L.P.⁽²⁾
Series C Preferred Stock Warrant (right to buy)	⁽⁸⁾	02/24/2019	Series C Preferred Stock	4,037	6.1918	I	By Okapi Ventures, L.P.⁽²⁾

Explanation of Responses:

1. Each share of the issuer's Series A Preferred Stock will automatically convert into 1.327844907 shares of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.

2. These securities are held of record by Okapi Ventures, L.P. ("OV"). Okapi Venture Partners, LLC ("OVLLC") is the general partner of OV. The reporting person is a managing director of OVLLC, and shares voting and investment power over the securities. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person is a beneficial owner of these securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.

3. Each share of the issuer's Series B Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

4. Each share of the issuer's Series C Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

5. These securities are held of record by Okapi Ventures II, L.P. ("OVII"). Okapi Venture Partners II, LLC ("OVIILLC") is the general partner of OVII. The reporting person is a managing director of OVIILLC, and shares voting and investment power over the securities. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person is a beneficial owner of these securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.

6. Each share of the issuer's Series D Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

7. Each share of the issuer's Series E Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

8. The warrant is exercisable at any time at the holder's election on a one-for-one basis. If not exercised prior to the closing of the IPO, the warrant will convert into a warrant to purchase shares of the issuer's Common Stock on a one-for-one basis.

Remarks:

	/s/ Nooshin Hussainy as attorney-in-fact for Sharon Stevenson, DVM Ph.D.	10/05/2016
	** 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.

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints William Plovanic, Andrew Rasdal
and Nooshin Hussainy, as long as they are providing services to Obalon
Therapeutics, Inc., a Delaware corporation (the "Company"), or either of them,
the undersigned's true and lawful attorney-in-fact to:
(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, Forms 3, 4s and 5s in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder;
(2)	do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Forms 3, 4s and
5s and timely file such forms with the Securities and Exchange Commission and
any stock exchange or similar authority, if required; and
(3)	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.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each 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 and revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
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.  The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to each such
attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless
the Company and each such attorney-in-fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4s or 5s (including amendments
thereto) and agrees to reimburse the Company and each such attorney-in-fact for
any legal or other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or action.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4s and 5s 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 attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 3rd day of October, 2016.

/s/ Sharon Stevenson
Name:  Sharon Stevenson