SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Senrigan Capital Management Ltd

(Last) (First) (Middle)
PO BOX 309, UGLAND HOUSE

(Street)
GEORGE TOWN E9 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REVA Medical, Inc. [ RVA:AX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) (5) 06/16/2017 4P 135,000 06/16/2017 06/15/2022 Common Stock, par value $0.0001 per share 135,000 (7) 135,000 I See footnotes(1)(2)(3)(4)(8)
8% Convertible Notes (6) 06/16/2017 4P $3,000,000 (6) 06/15/2022 Common Stock, par value $0.0001 per share (6)(7) (7) $3,000,000 I See footnotes(1)(2)(3)(4)(8)
1. Name and Address of Reporting Person*
Senrigan Capital Management Ltd

(Last) (First) (Middle)
PO BOX 309, UGLAND HOUSE

(Street)
GEORGE TOWN E9 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Senrigan Capital Group Ltd

(Last) (First) (Middle)
1504 15TH FLOOR WHEELOCK HOUSE
20 PEDDER STREET, CENTRAL

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Taylor Nicholas

(Last) (First) (Middle)
11TH FL,LHT TOWER,31 QUEENS ROAD CENTRAL

(Street)
CENTRAL K3 1

(City) (State) (Zip)
Explanation of Responses:
1. Senrigan Capital Management Limited, a Cayman Islands limited company ("SCM") with a business address of PO Box 309,Ugland House, Grand Cayman, KY-1104, is filing this Form 5 jointly with Senrigan Capital Group Limited, a Hong Kong limited company ("SCG"), and Nick Taylor, a citizen of the United Kingdom each of whom has a business address of 11th Floor, LHT Tower, 31 Queens Road Central, Hong Kong and may be deemed to have a pecuniary interest in securities reported by it on this Form 5 ("the Subject Securities"). Collectively, these are the "Reporting Persons."
2. SCM advises the accounts of the Senrigan Master Fund Limited, a Cayman Islands limited company, Senrigan US Feeder Fund Limited, a Cayman Islands limited company, and Senrigan Fund Limited, a Cayman Islands limited company (together with Senrigan Master Fund Limited and Senrigan US Feeder Fund Limited, the "Senrigan Funds").
3. SCM, as the investment manager to the Senrigan Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. Pursuant to an investment advisory agreement between SCM and SCG, SCG may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Nick Taylor's position as majority owner of SCM, Nick Taylor may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).
4. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
5. On June 16, 2017, the Reporting Persons acquired 135,000 stock options ("Stock Options") which confers the right to subscribe for one share of Reva Medical, Inc. common stock at par value $0.0001 (the "Common Stock") at an exercise price of either: (i) $5.00, if the Stock Option is exercised before an IPO or a pre-IPO share sale with net proceeds to the issuer of greater than $25,000,000 ("Subsequent Financing"); or (ii) if the Stock Option is exercised after an IPO or Subsequent Financing has occurred, the greater of (A) the applicable Subsequent Financing Price or IPO Price (as the case may be), but in no event to exceed $7.212 and (B) $5.00.
6. On June 16, 2017, the Reporting Persons acquired 30 convertible notes with a face value of $100,000 each (the "8.00% Convertible Notes") that are convertible at any time into shares of Common Stock. The conversion price for the 8.00% Convertible Notes will initially be $8.655 per share of common stock (or $0.8655 per CDI), subject to adjustment as further described in the Prospectus for Offering of Convertible Notes and Options dated April 24, 2017. The number of shares of Common Stock to be issued upon conversion of the 8.00% Convertible Notes is determined by dividing the face value of the 8.00% Convertible Note converted by the conversion price in effect on the conversion date.
7. Consideration was paid jointly by the Reporting Persons for the 135,000 Stock Options and 30 8.00% Convertible Notes for total consideration of $3,000,000.
8. The Reporting Persons may be deemed to beneficially own indirectly, an aggregate face value of $3,000,000 of the 8.00% Convertible Notes and 135,000 Stock Options by reason of the Reporting Persons' direct beneficial ownership of the 8.00% Convertible Notes and the Stock Options.
Senrigan Capital Management Limited By: /s/ Nick Taylor Name: Nick Taylor Title: Director 02/14/2018
Senrigan Capital Group Limited By: /s/ Chris Nash Name: Chris Nash Title: Chief Operating Officer 02/14/2018
/s/ Nick Taylor 02/14/2018
** 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).
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