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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934
(Amendment No. )*
TheraSense, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
883381105
(CUSIP Number)
December 31, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages)
CUSIP No. 883381105 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 883381105 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 883381105 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 883381105 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 883381105 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 883381105 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 883381105 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 883381105 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 883381105 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuer's Principal Executive Offices |
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Item 2. |
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(a) |
Name of Person Filing DMP III is the general partner of DV III and DBI III and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DV III and DBI III. DMP IV is the general partner of DV IV and DBI IV and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DV IV and DBI IV. Bochnowski, Douglass and Lothrop are the members of DMP III and may be deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by DV III and DBI III and are the members of DMP IV and may be deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by DV IV and DBI IV. |
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(b) |
Address
of Principal Business Office or, if none, Residence
Delphi
Ventures |
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(c) |
Citizenship |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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Not Applicable. |
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Item 4. |
Ownership. |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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See Row 9 of cover page for each Reporting Person. |
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(b) |
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See Row 11 of cover page for each Reporting Person. |
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(c) |
Number of shares as to which the person has: |
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(i) |
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See Row 5 of cover page for each Reporting Person. |
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(ii) |
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See Row 6 of cover page for each Reporting Person. |
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(iii) |
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See Row 7 of cover page for each Reporting Person. |
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(iv) |
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See Row 8 of cover page for each Reporting Person. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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Not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Under certain circumstances set forth in the limited partnership agreements of DV III, DBI III, DV IV and DBI IV, and the limited liability company agreements of DMP III and DMP IV, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
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Item 10. |
Certification |
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Not applicable. |
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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 13, 2002
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DELPHI VENTURES III, L.P., a Delaware Limited Partnership |
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By: |
Delphi Management Partners III, L.L.C., |
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a Delaware Limited Liability Company |
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Its General Partner |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski |
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Member |
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DELPHI BIOINVESTMENTS III, L.P., a Delaware Limited Partnership |
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By: |
Delphi Management Partners III, L.L.C., |
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a Delaware Limited Liability Company |
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Its General Partner |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski |
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Member |
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DELPHI MANAGEMENT PARTNERS III, L.L.C., a Delaware Limited Liability Company |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski |
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Member |
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DELPHI VENTURES IV, L.P., a Delaware Limited Partnership |
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By: |
Delphi Management Partners IV, L.L.C., |
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a Delaware Limited Liability Company |
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Its General Partner |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski |
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Member |
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DELPHI BIOINVESTMENTS IV, L.P., a Delaware Limited Partnership |
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By: |
Delphi Management Partners IV, L.L.C., |
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a Delaware Limited Liability Company |
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Its General Partner |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski |
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Member |
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DELPHI MANAGEMENT PARTNERS IV, L.L.C., a Delaware Limited Liability Company |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski |
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Member |
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JAMES J. BOCHNOWSKI |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski |
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DAVID L. DOUGLASS |
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By: |
/s/ David L. Douglass |
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David L. Douglass |
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DONALD J. LOTHROP |
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By: |
/s/ Donald J. Lothrop |
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Donald J. Lothrop |
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EXHIBIT INDEX
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Found on Sequentially Numbered Page |
Exhibit |
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Exhibit A: Agreement of Joint Filing |
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17 |
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16
EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of TheraSense, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 13, 2002
February 13, 2002 |
DELPHI MANAGEMENT PARTNERS III, L.L.C., |
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a Delaware Limited Liability Company |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski, Member |
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February 13, 2002 |
DELPHI VENTURES III, L.P., |
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a Delaware Limited Partnership |
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By: |
Delphi Management Partners III, L.L.C., |
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a Delaware Limited Liability Company |
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Its General Partner |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski, Member |
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February 13, 2002 |
DELPHI BIOINVESTMENTS III, L.P., |
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a Delaware Limited Partnership |
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By: |
Delphi Management Partners III, L.L.C., |
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a Delaware Limited Liability Company |
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Its General Partner |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski, Member |
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February 13, 2002 |
DELPHI MANAGEMENT PARTNERS IV, L.L.C., |
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a Delaware Limited Liability Company |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski, Member |
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February 13, 2002 |
DELPHI VENTURES IV, L.P., |
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a Delaware Limited Partnership |
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By: |
Delphi Management Partners IV, L.L.C., |
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a Delaware Limited Liability Company |
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Its General Partner |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski, Member |
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February 13, 2002 |
DELPHI BIOINVESTMENTS IV, L.P., |
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a Delaware Limited Partnership |
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By: |
Delphi Management Partners IV, L.L.C., |
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a Delaware Limited Liability Company |
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Its General Partner |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski, Member |
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February 13, 2002 |
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By: |
/s/ James J. Bochnowski |
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James J. Bochnowski |
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February 13, 2002 |
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By: |
/s/ David L. Douglass |
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David L. Douglass |
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February 13, 2002 |
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By: |
/s/ Donald J. Lothrop |
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Donald J. Lothrop |
19