SEC Filing | RxSight

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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^*

Robertson Bruce C

(Last)

(First)

(Middle)

C/O RXSIGHT, INC.

100 COLUMBIA

(Street)

ALISO VIEJO

92656

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2021

3. Issuer Name and Ticker or Trading Symbol
RxSight, Inc. [ RXST ]

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)

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 G Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	968,054	⁽¹⁾	I	See footnote⁽²⁾
Series H Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	403,355	⁽³⁾	I	See footnote⁽²⁾
Warrant (right to buy)	02/24/2017	⁽⁴⁾	Series H Preferred Stock⁽³⁾	60,503⁽³⁾	12.4	I	See footnote⁽²⁾

Explanation of Responses:

1. All shares of the Series G Preferred Stock, par value $0.001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") prior to the closing of the Issuer's initial public offering of its Common Stock.

2. Shares and warrant held by H.I.G. BioVentures - Calhoun, LLC. Affiliates of H.I.G. Capital manage all aspects of H.I.G. BioVentures - Calhoun, LLC. Anthony Tamer and Sami Mnaymneh are the managing partners of H.I.G. Capital and as such have the right to direct all activities related thereto. Alex Zisson, Dr. Michael Wasserman, and the Reporting Person are the managing directors of H.I.G. BioVentures - Calhoun, LLC, an affiliate of H.I.G. Capital. The Reporting Person disclaims beneficial ownership of the shares owned by H.I.G. BioVentures - Calhoun, LLC except to the extent of his pecuniary interests therein.

3. All shares of the Series H Preferred Stock, par value $0.001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") prior to the closing of the Issuer's initial public offering of its Common Stock.

4. The warrant shall be automatically exercised immediately prior to the closing of the Issuer's initial public offering of its Common Stock.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Shelley Thunen, as Attorney-in-Fact	07/29/2021
	** 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.

                                  POWER OF ATTORNEY

        The undersigned, as a Section 16 reporting person of RxSight, Inc., Inc.
(the "Company"), hereby constitutes and appoints Ron Kurtz, M.D., Shelley Thunen
and Martin J. Waters the undersigned's true and lawful attorneys-in-fact to:

        1.  complete and execute Forms 3, 4 and 5 and other forms and all
            amendments thereto as such attorneys-in-fact shall in their
            discretion determine to be required or advisable pursuant to Section
            16 of the Securities Exchange Act of 1934 (as amended) and the rules
            and regulations promulgated thereunder, or any successor laws and
            regulations, as a consequence of the undersigned's ownership,
            acquisition or disposition of securities of the Company; and

        2.  do all acts necessary in order to file such forms with the
            Securities and Exchange Commission, any securities exchange or
            national association, the Company and such other person or agency as
            the attorneys-in-fact shall deem appropriate.

        The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agent shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-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 16 of
the Securities Exchange Act of 1934 (as amended).

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

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 29th day of July, 2021.

                              Signature:  /s/ Bruce Robertson
                                          --------------------------------------

                              Print Name: Bruce Robertson
                                          --------------------------------------