UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*

 

Second Sight Medical, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

81362J100

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1

Names of Reporting Persons.
Versant Affiliates Fund II-A, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
82,949 shares of Common Stock (2)

 

6

Shared Voting Power
0 shares

 

7

Sole Dispositive Power
82,949 shares of Common Stock (2)

 

8

Shared Dispositive Power
0 shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
82,949 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.1% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)         This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”) and Versant Ventures II, LLC, a Delaware limited liability company (“VV II” and together with VAF II-A, VSF II and VVC II, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         VV II serves as the sole general partner of VAF II-A and owns no securities of the Issuer directly.  Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A; however, they disclaim beneficial ownership of the shares held by VAF II-A except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)         This percentage is calculated based upon 124,598,198 shares of Common Stock outstanding as of November 12, 2019 as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commissions on November 14, 2019.

 

2

 

 

1

Names of Reporting Persons.
Versant Side Fund II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
39,062 shares of Common Stock (2)

 

6

Shared Voting Power
0 shares

 

7

Sole Dispositive Power
39,062 shares of Common Stock (2)

 

8

Shared Dispositive Power
0 shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
39,062 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.1% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)         This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”) and Versant Ventures II, LLC, a Delaware limited liability company (“VV II” and together with VAF II-A, VSF II and VVC II, , collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         VV II serves as the sole general partner of VSF II and owns no securities of the Issuer directly.  Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VSF II; however, they disclaim beneficial ownership of the shares held by VSF II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)         This percentage is calculated based upon 124,598,198 shares of Common Stock outstanding as of November 12, 2019 as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commissions on November 14, 2019.

 

3

 

 

1

Names of Reporting Persons.
Versant Venture Capital II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
4,370,964 shares of Common Stock (2)

 

6

Shared Voting Power
0 shares

 

7

Sole Dispositive Power
4,370,964 shares of Common Stock (2)

 

8

Shared Dispositive Power
0 shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,370,964 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
3.5% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)         This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II” and together with VAF II-A, VSF II and VVC II, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         VV II serves as the sole general partner of VVC II and owns no securities of the Issuer directly.  Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VVC II; however, they disclaim beneficial ownership of the shares held by VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)         This percentage is calculated based upon 124,598,198 shares of Common Stock outstanding as of November 12, 2019 as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commissions on November 14, 2019.

 

4

 

 

1

Names of Reporting Persons
Versant Ventures II, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
4,492,975 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
4,492,975 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,492,975 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
3.6% (3)

 

 

12

Type of Reporting Person*
OO

 

(1)         This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II” and together with VAF II-A, VSF II and VVC II, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Includes: (i) 82,949 shares held by VAF II-A; (ii) 39,062 shares held by VSF II; and (iii) 4,370,964 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.  Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)         This percentage is calculated based upon 124,598,198 shares of Common Stock outstanding as of November 12, 2019 as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commissions on November 14, 2019.

 

5

 

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Second Sight Medical, Inc. (the “Issuer”).

 

Item 1

 

(a)

Name of Issuer:
Second Sight Medical, Inc.

 

 

Address of Issuer’s Principal Executive Offices:
12744 San Fernando Road, Suite 400
Sylmar, California 91342

 

Item 2

 

(a)

Name of Person(s) Filing:
Versant Affiliates Fund II-A, L.P. (“VAF II-A”)

Versant Side Fund II, L.P.  (“VSF II”)

Versant Venture Capital II, L.P.  (“VVC II”)

Versant Ventures II, LLC (“VV II”)

 

(b)

Address of Principal Business Office:
c/o Versant Venture Management, LLC

One Sansome Street, Suite 3630

San Francisco, CA 94104

 

(b)

Citizenship:

 

 

Entities:

 

 

 

VAF II-A

VSF II

VVC II

VV II

-

-

-

-

Delaware, United States of America

Delaware, United States of America

Delaware, United States of America

Delaware, United States of America

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
81362J100

 

Item 3

Not applicable.

 

6

 

Item 4

Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019:

 

Reporting Persons

 

Shares Held
Directly

 

Sole Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (2)

 

VAF II-A

 

82,949

 

82,949

 

0

 

82,949

 

0

 

82,949

 

0.1

%

VSF II

 

39,062

 

39,062

 

0

 

39,062

 

0

 

39,062

 

0.1

%

VVC II

 

4,370,964

 

4,370,964

 

0

 

4,370,964

 

0

 

4,370,964

 

3.5

%

VV II

 

0

 

0

 

4,492,975

 

0

 

4,492,975

 

4,492,975

 

3.6

%

 

(1)         VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.

(2)         This percentage is calculated based upon 124,598,198 shares of Common Stock outstanding as of November 12, 2019.

 

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  x

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

 

See Items 2(a) and 4.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9

Notice of Dissolution of Group.

 

Not applicable.

 

7

 

Item 10

Certification.

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2020

 

Versant Affiliates Fund II-A, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Side Fund II, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Venture Capital II, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Ventures II, LLC

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

8

 

Exhibit(s):

 

A - Joint Filing Statement

 

9

 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Second Sight Medical, Inc. is filed on behalf of each of us.

 

Dated: February 14, 2020

 

Versant Affiliates Fund II-A, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Side Fund II, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Venture Capital II, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Ventures II, LLC

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

10