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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RxSight, Inc. [ RXST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/03/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/03/2021 | C | 1,385,037 | A | $0.00(1)(2) | 1,385,037 | I | See footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 G Preferred Stock | (1) | 08/03/2021 | C | 968,054 | (1) | (1) | Common Stock | 968,054 | $0.00(1) | 0 | I | See footnote(3) | |||
Series H Preferred Stock | (2) | 08/03/2021 | C | 403,355 | (2) | (2) | Common Stock | 403,355 | $0.00(2) | 0 | I | See footnote(3) | |||
Warrant (right to buy) | $12.4 | 08/03/2021 | M(4) | 60,503 | 02/24/2017 | (4) | Series H Preferred Stock | 60,503 | $0.00(2) | 0 | I | See footnote(3) | |||
Series H Preferred Stock | (2) | 08/03/2021 | M(4) | 60,503 | (2) | (2) | Common Stock | 60,503 | $0.00(2) | 60,503 | I | See footnote(3) | |||
Series H Preferred Stock | (2) | 08/03/2021 | F(4) | 46,875 | (2) | (2) | Common Stock | 46,875 | $0.00(2) | 13,628 | I | See footnote(3) | |||
Series H Preferred Stock | (2) | 08/03/2021 | C | 13,628 | (2) | (2) | Common Stock | 13,628 | $0.00(2) | 0 | I | See footnote(3) |
Explanation of Responses: |
1. All shares of the Series G Preferred Stock, par value $0.001 per share, of the Issuer automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") immediately 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 automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering of its Common Stock. |
4. The warrant was automatically net exercised for Series H Preferred Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock. |
Remarks: |
/s/ Shelley Thunen, as Attorney-in-Fact | 08/05/2021 | |
** 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 4 (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. |