| each of our directors and named executive officers; | ||
| all of our directors and executive officers as a group; and | ||
| each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock. |
Shares of Common Stock | Shares of Common Stock | |||||||||||||||||||
Beneficially Owned Prior | Shares of | Beneficially Owned After | ||||||||||||||||||
to the Offering(20) | Common | the Offering | ||||||||||||||||||
Stock | ||||||||||||||||||||
Name and Address | Number | Percent | Offered | Number | Percent | |||||||||||||||
5% Stockholders |
||||||||||||||||||||
HBM Bioventures (Cayman) Ltd(1) |
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Unit 10 Eucalyptus Building |
||||||||||||||||||||
Grand Cayman AI 00000 |
1,927,561 | 13.55 | % | | 1,927,561 | 13.55 | % | |||||||||||||
PolyTechnos Medical Devices Ltd.(2) |
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13-15 Victoria Road |
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St Peter Port |
||||||||||||||||||||
Guernsey, CY5 70A |
965,936 | 6.79 | % | 965,936 | 0 | * | ||||||||||||||
William Harris Investors(3) |
||||||||||||||||||||
191 North Wacker Drive, |
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Suite 1500 |
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Chicago, IL 60606 |
908,068 | 6.39 | % | 217,530 | 690,538 | 4.86 | % | |||||||||||||
Delaware Management Holdings(4) |
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One Commerce Square |
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205 Market Street |
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Philadelphia, PA 19103 |
826,500 | 5.81 | % | | 826,500 | 5.81 | % | |||||||||||||
Aureus Capital Partners, Ltd.(5) |
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P.O. Box 641, No. 1 Seaton Place |
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St Helier, Jersey |
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Channel Islands XO JE4 8YJ |
732,351 | 5.15 | % | 183,088 | 549,263 | 3.86 | % | |||||||||||||
Directors and Named Executive Officers |
||||||||||||||||||||
John T. Kilcoyne(6) |
139,258 | * | | 139,258 | * | |||||||||||||||
Robert A. Stern(7) |
90,875 | * | | 90,875 | * | |||||||||||||||
Robert C. Colloton(8) |
39,351 | * | | 39,351 | * | |||||||||||||||
Eckhard H. Reitz(9) |
23,148 | * | | 23,148 | * |
Shares of Common Stock | Shares of Common Stock | |||||||||||||||||||
Beneficially Owned Prior | Shares of | Beneficially Owned After | ||||||||||||||||||
to the Offering(20) | Common | the Offering | ||||||||||||||||||
Stock | ||||||||||||||||||||
Name and Address | Number | Percent | Offered | Number | Percent | |||||||||||||||
Tom M. Holdych(10) |
109,426 | * | | 109,426 | * | |||||||||||||||
Edward F. Ruppel, Jr.(11) |
45,290 | * | | 45,290 | * | |||||||||||||||
Michael R. Henson(12) |
481,404 | 3.39 | % | 297,609 | 183,795 | 1.29 | % | |||||||||||||
Leo Nelson Hopkins(13) |
108,836 | * | | 108,836 | * | |||||||||||||||
Fred Holubow(14) |
60,805 | * | 6,666 | 54,139 | * | |||||||||||||||
Beat R. Merz(15) |
35,229 | * | | 35,229 | * | |||||||||||||||
Francis J. Shammo(16) |
19,999 | * | | 19,999 | * | |||||||||||||||
Jeffrey H. Thiel(17) |
61,364 | * | | 61,364 | * | |||||||||||||||
Simon Waddington(18) |
42,744 | * | | 42,744 | * | |||||||||||||||
All directors and executive officers as
a group(19) |
1,298,691 | 9.13 | % | 304,275 | 994,416 | 6.99 | % | |||||||||||||
Other
Selling Stockholders |
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Additional Selling Stockholders (2 persons) |
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each holding less than one percent of the |
||||||||||||||||||||
common stock prior to this offering. |
| | 13,275 | | |
* | Indicates beneficial ownership of less than one percent. | |
(1) | See footnote 15 for a description of the relationship of Dr. Merz, our director, with HBM BioVentures (Cayman) Ltd. The board of directors of HBM BioVentures (Cayman) Ltd. exercises voting and investment power over any of our shares held by such entity and acts by majority vote. The board of directors of HBM BioVentures (Cayman) Ltd. is comprised of John Arnold, Colin Shaw, Richard Coles, Dr. Andreas Wicki and John Urquhart, none of whom has individual voting or investment power with respect to the shares. | |
(2) | See footnote 18 for a description of the relationship of Dr. Waddington, our director, with PolyTechnos Medical Devices Ltd. This information is based on Schedule 13G/A filed with the SEC by Simon Waddington on April 12, 2006. Includes 327,083 shares held by PolyTechnos Venture Fund II, LP, 81,472 shares held by PolyTechnos Venture Fund II GmbH & Co., 2,472 shares held by PolyTechnos Partners and Team GmbH and 554,909 shares held by PolyTechnos Medical Devices Ltd. the board of directors of PolyTechnos Medical Devices Ltd. exercise voting and investment power over the shares of our capital stock held by such entity. The board of directors of PolyTechnos Medical Devices Ltd. is comprised of Andrew Gill and Peter Touzeau. | |
(3) | This information is based on Schedule 13G filed with the SEC on February 14, 2006. According to the Schedule 13G Harris William Investors (William Harris Investors, Inc.) hold sole voting power over 172,627 shares and shared voting power of 675,603 shares and sole dispositive power over 848,230 shares and shared dispositive power over 59,838 shares. | |
(4) | This information is based on Schedule 13G filed with the SEC on February 9, 2006 by Delaware Management Holdings. According to the Schedule 13G, such entity has voting and dispositive power with respect to all such shares. | |
(5) | Includes 508,494 shares of record held by Mach II L.P. and 223,857 shares of record held by Mach Capital L.P. The board of directors of Aureus Capital Partners Ltd. exercises voting and investment power over the shares of our capital stock held by Mach II L.P., as general partner of Mach Capital L.P., which is in turn the general partner of Mach II L.P. The board of directors of Aureus Capital Partners Ltd. is comprised of Frank Becker, Peter Donnelly, Keith Mackenzie and Andrew Wignall. | |
(6) | Includes 138,406 shares of common stock issuable upon exercise of stock options. | |
(7) | Includes 88,653 shares of common stock issuable upon exercise of stock options. | |
(8) | Includes 39,351 shares of common stock issuable upon exercise of stock options. | |
(9) | Includes 109,426 shares of common stock issuable upon exercise of stock options. Mr. Reitz ceased to serve as an executive officer of the Company in January 2006. |
(10) | Includes 44,552 shares of common stock issuable upon exercise of stock options. | |
(11) | Includes 23,548 shares of common stock issuable upon exercise of stock options. | |
(12) | Includes 140,895 shares of common stock issuable upon exercise of stock options. Includes shares of record held by the Henson Family Trust, 1/8/87 Michael Henson Annuity Trust No. 1, and Linda Henson Annuity Trust No. 1, of which Mr. Henson is the trustee, the Michael R. Henson UTA Charles Schwab & Co. Inc. IRA Rollover, the Linda A. Henson Charles Schwab & Co. Inc. IRA Rollover and shares of record held by JAIC-Henson MedFocus LLC and JAIC-Henson MedFocus II, LLC of which Mr. Henson is a partner. Mr. Henson holds voting and investment power over the foregoing shares. | |
(13) | Includes 108,836 shares of common stock issuable upon exercise of stock options. | |
(14) | Includes 30,861 shares of common stock issuable upon exercise of stock options. Mr. Holubow, our director, is an employee of William Harris Investors, Inc. William Harris Investors, Inc. is affiliated with or provides investment advice to the following individuals and entities that hold shares of our common stock: Adjuvant Foundation, Courderay Partners, Harris Venture Partners LLC, Irving B. Harris Revocable Trust, Irving Harris Foundation, Jack Polsky Investment Trust, Jerome Kahn, Jr. Revocable Trust, Margot Kahn, Peter Martin, James J. Pelts, Michael S. Resnick, Rotunda Foundation, Roxanne H. Frank Trust and Virginia H. Polsky Trust. Mr. Holubow does not have voting or dispositive power over any of our shares held by affiliates or clients of William Harris Investors, Inc. | |
(15) | Includes 26,804 shares of common stock issuable upon exercise of stock options. Dr. Merz, our director, is an employee of HBM Partners AG. HBM Partners AG acts as an investment advisor to HBM Partners (Cayman) Ltd. HBM Partners (Cayman) Ltd. provides investment management services to HBM BioVentures (Cayman) Ltd. In addition, HBM Partners (Cayman) Ltd. is the sole shareholder of HBM BioPartners Limited. HBM BioPartners Limited is the general partner of International Life Science Managers LP, and International Life Science Managers LP is the general partner of International Life Science Partners LP. Dr. Merz does not have voting or dispositive power over any of our shares held by HBM BioVentures (Cayman) Ltd. or International Life Science Partners LP. | |
(16) | Includes 19,999 shares of common stock issuable upon exercise of stock options. | |
(17) | Includes 52,162 shares of common stock issuable upon exercise of stock options. Also includes 9,202 shares held by the Thiel Family Trust dated 5/10/00, of which Mr. Thiel is the trustee. Mr. Thiel exercises voting and investment power over the foregoing shares. | |
(18) | Includes 41,972 shares of common stock issuable upon exercise of stock options. Also includes 772 shares of record held by Global Venture Advisors GmbH, of which Dr. Waddington is a Managing Director. Dr. Waddington, our director, is a Managing Director and Managing Partner of PolyTechnos Venture-Partners GmbH, or PTVP. PTVP acts as an investment advisor to PolyTechnos (GP) Ltd., the General Partner of the Enabling Technology Limited Partnership, which has invested in Micrus through PolyTechnos Medical Devices Ltd. PTVP acts as an investment advisor to PolyTechnos (GP) II Ltd., the General Partner of the PolyTechnos Venture Fund II Limited Partnership. PTVP acts as an investment advisor to PolyTechnos Management GmbH, the General Partner of PolyTechnos Venture Fund II GmbH & Co. KG. PolyTechnos Partners & Team GmbH is a trustee vehicle for co-investments made into various companies. Dr. Waddington has a carried interest in the various general partnerships described above and has participated in co-investments made by PolyTechnos Partners & Team GmbH. Dr. Waddington does not have voting or dispositive power over any shares held by the various PolyTechnos funds and entities with the exception of those shares held by Global Venture Advisors GmbH. Dr. Waddington disclaims beneficial ownership of the shares held by the various PolyTechnos funds entities except to the extent of his proportional interest in those entities. | |
(19) | See footnotes (6) through (18). Includes an aggregate of 905,527 shares of common stock issuable upon the exercise of stock options. | |
(20) | The information listed in this table with respect to shares beneficially owned by stockholders is based on Schedule 13Gs filed with the SEC or information provided to us by such stockholders. |