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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

 
Tandem Diabetes Care, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

875372104

(CUSIP Number)

 

February 9, 2018

(Date of Event Which Requires Filing of this Statement)

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

  ☐ Rule 13d-1(b)
     
  ☒ Rule 13d-1(c)
     
  ☐ 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).

 
 

 

CUSIP No . 875372104 Page 2 of 10

 

1

NAME OF REPORTING PERSONS
First Light Focus Fund, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

47-4771203

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING POWER

0

  
6

SHARED VOTING POWER

4,500,000

  
7

SOLE DISPOSITIVE POWER

0

  
8

SHARED DISPOSITIVE POWER

4,500,000

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,500,000

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.08%

  
12

TYPE OF REPORTING PERSON

PN

  
         

 

 
 

 

CUSIP No . 875372104   Page 3 of 10

 

1

NAME OF REPORTING PERSONS
First Light Focus Fund GP, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

35-2538554

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING POWER

0

  
6

SHARED VOTING POWER

4,500,000

  
7

SOLE DISPOSITIVE POWER

0

  
8

SHARED DISPOSITIVE POWER

4,500,000

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,500,000

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.08%

  
12

TYPE OF REPORTING PERSON

HC

  
         

 

 
 

 

 

CUSIP No . 875372104   Page 4 of 10

 

1

NAME OF REPORTING PERSONS
First Light Asset Management, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

46-3521994

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING POWER

0

  
6

SHARED VOTING POWER

4,734,238

  
7

SOLE DISPOSITIVE POWER

0

  
8

SHARED DISPOSITIVE POWER

4,734,238

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,734,238

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.61%

  
12

TYPE OF REPORTING PERSON

IA

  
         

 

 
 

 

 

  CUSIP No . 875372104   Page 5 of 10
1

NAME OF REPORTING PERSONS
Mathew P. Arens

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United State of America

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING POWER

0

  
6

SHARED VOTING POWER

4,859,238

  
7

SOLE DISPOSITIVE POWER

0

  
8

SHARED DISPOSITIVE POWER

4,859,238

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,859,238

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.89%

  
12

TYPE OF REPORTING PERSON

IN

  
                 

 

 
 

 

CUSIP No. 875372104   Page 6 of 10

 

Item 1(a).   Name of Issuer:
    Tandem Diabetes Care, Inc.
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
    11075 Roselle St., San Diego, CA 92121
     
Item 2(a).   Name of Person Filing:
   

This Schedule 13G is being jointly filed by the following:

 

First Light Focus Fund, LP (the “Fund”)

First Light Focus Fund GP, LLC (the “General Partner”)

First Light Asset Management, LLC (the “Manager”)

Mathew P. Arens (“Mr. Arens”)

   

 

(1)

The Fund is the direct holder and the beneficial owner of the Issuer’s shares of common stock, par value $0.001 per share (“Shares”) reflected in Item 4 below.

(2)

The General Partner is deemed to be a beneficial owner of Shares held directly by the Fund because it is the sole general partner of the Fund. The General Partner does not own any Shares for its own account, and disclaims beneficial ownership of the Shares reported herein.

(3)

The Manager is deemed to be a beneficial owner of the Shares reflected in Item 4 below because it (i) acts as investment adviser to the Fund and (ii) acts as investment adviser to certain separately managed accounts that are the direct holders of an aggregate amount of 234,238 Shares. The Manager does not own any Shares for its own account, and disclaims beneficial ownership of the Shares reported herein.

(4)

Mr. Arens both (i) directly holds 125,000 Shares held in a joint spousal account for which he shares control, and (ii) is deemed to be the beneficial owner of the Shares with respect to which the Manager has investment power because Mr. Arens controls the Manager in his position as the managing member and majority owner of the Manager. Mr. Arens does not own any of the Shares reported under the foregoing clause (ii), and disclaims beneficial ownership of such Shares.

 

Item 2(b).  

Address of Principal Business Office or, if None, Residence:

 

   

Each of the reporting persons identified in Item 2(a) has its principal business office at:

 

3300 Edinborough Way, Suite 201, Edina, MN 55435

     
Item 2(c).   Citizenship:
   

First Light Focus Fund, LP – Delaware limited partnership

First Light Focus Fund GP, LLC – Delaware limited liability company

First Light Asset Management, LLC – Delaware limited liability company

Mathew P. Arens – United States citizen

     
Item 2(d).   Title of Class of Securities:
    Common Stock, $0.001 par value
     
Item 2(e).   CUSIP Number:
    875372104
     
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:
  (a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
       
  (b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 
 

 

CUSIP No . 875372104   Page 7 of 10  
         
  (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
       
  (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
  (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
Item 4. Ownership.
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
  (a) Amount beneficially owned:
   

First Light Focus Fund, LP – 4,500,000

First Light Focus Fund GP, LLC – 4,500,000

First Light Asset Management, LLC – 4,734,238

Mathew P. Arens – 4,859,238

     
  (b) Percent of class:1
   

First Light Focus Fund, LP – 10.08%

First Light Focus Fund GP, LLC – 10.08%

First Light Asset Management, LLC – 10.61%

Mathew P. Arens – 10.89%

     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
     

First Light Focus Fund, LP – 0

First Light Focus Fund GP, LLC – 0

First Light Asset Management, LLC – 0

Mathew P. Arens – 0

       
    (ii) Shared power to vote or to direct the vote
     

First Light Focus Fund, LP – 4,500,000

First Light Focus Fund GP, LLC – 4,500,000

First Light Asset Management, LLC – 4,734,238

Mathew P. Arens – 4,859,238

       
    (iii) Sole power to dispose or to direct the disposition of
     

First Light Focus Fund, LP – 0

First Light Focus Fund GP, LLC – 0

First Light Asset Management, LLC – 0

Mathew P. Arens – 0

       
    (iv) Shared power to dispose or to direct the disposition of
     

First Light Focus Fund, LP – 4,500,000

First Light Focus Fund GP, LLC – 4,500,000

First Light Asset Management, LLC – 4,734,238

Mathew P. Arens – 4,859,238

 

              

______________________________

 

1 Percentage calculated based on 44,619,404 aggregate shares of common stock issued and outstanding as of February 16, 2018 following the closing of the underwritten public offering of the issuer’s common stock, as reported in the Form 8-K filed by the issuer on February 14, 2018, and as further described in the Rule 424(b)(4) prospectus filed by the issuer on February 9, 2018.

 
 

 

 

CUSIP No . 875372104   Page 8 of 10

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
  Not applicable
   
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
  Not applicable
   
   
Item 8. Identification and Classification of Members of the Group.
  Not applicable
   
   
Item 9. Notice of Dissolution of Group.
  Not applicable
   
   
Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

 

FIRST LIGHT FOCUS FUND, LP

 

  
   
  Date: February 16, 2018  
       
  By:    
  Name: Jin K. Lien  
  Title: Chief Compliance Officer  
     
 

FIRST LIGHT FOCUS FUND GP, LLC

 

  
 
  Date: February 16, 2018  
       
  By:    
  Name: Jin K. Lien  
  Title: Chief Compliance Officer  
     
 

FIRST LIGHT ASSET MANAGEMENT, LLC

 

  
   
  Date: February 16, 2018  
       
  By:    
  Name: Jin K. Lien  
  Title: Chief Compliance Officer  
     
 

 

Date: February 16, 2018

  
 
  By:    
  Name: Mathew P. Arens  
  Title:  

  

 
 

 

CUSIP No . 875372104   Page 9 of 10

 

Exhibit A

JOINT FILING AGREEMENT

 

 

The Undersigned agree that the statement on Schedule 13G with respect to the common stock of Tandem Diabetes Care, Inc., dated as of February 16, 2018, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

  FIRST LIGHT FOCUS FUND, LP
 
  By:
  Name: Jin K. Lien
  Title: Chief Compliance Officer

 

 

  FIRST LIGHT FOCUS FUND GP, LLC
 
  By:
  Name: Jin K. Lien
  Title: Chief Compliance Officer

 

 

  FIRST LIGHT ASSET MANAGEMENT, LLC
 
  By:
  Name: Jin K. Lien
  Title: Chief Compliance Officer

 

  Signature:
  Name: Mathew P. Arens