Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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over the shares owned by Sanderling Venture Partners IV Co-Investment Fund, L.P. Middleton-McNeil Associates IV, L.P. is managed by its general partners. Middleton, McNeil & Mills Associates V, LLC is the Investment General Partner of Sanderling V Limited Partnership, Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P. and Sanderling Venture Partners V Co-Investment Fund, L.P. and has voting and dispositive authority over the shares owned by such entities. Middleton, McNeil & Mills Associates V, LLC is managed by its managing director. Sanderling Ventures Management V is managed by the individuals who have invested under the dba Sanderling Ventures Management V, which individuals have voting and dispositive power over the shares owned by Sanderling Ventures Management V. Fred A. Middleton, one of our directors, is a general partner of Middleton-McNeil Associates, L.P., Middleton-McNeil, L.P. and Middleton-McNeil Associates IV, L.P., a member of Middleton-McNeil Associates IV, LLC, the managing director of Middleton, McNeil & Mills Associates V, LLC and an investor under the dba Sanderling Ventures Management V.

(2)  Includes 7,562,806 shares of preferred stock and 509,444 warrants held by Alafi Capital Company LLC (“Alafi Capital”). Moshe Alafi and Christopher Alafi, one of our directors, are the managing partners of Alafi Capital Company LLC and have full voting and investment power with respect to the shares owned by Alafi Capital Company LLC.
 
(3)  Includes 2,058,773 share of preferred stock and 151,208 warrants held by EGS Private Healthcare Partnership, L.P., 294,111 shares of preferred stock and 21,600 warrants held by EGS Private Healthcare Counterpart, L.P., 2,780,301 shares of preferred stock and 468,766 warrants held by EGS Private Healthcare Partnership II L.P., 438,482 shares of preferred stock and 73,929 warrants held by EGS Private Healthcare Investors II, L.P., 418,370 shares of preferred stock and 70,538 warrants held by EGS Private Healthcare Canadian Partners, L.P. and 32,183 shares of preferred stock and 5,426 warrants held by EGS Private Healthcare President’s Fund, L.P. (collectively, “EGS”). EGS Private Healthcare Investors, L.L.C. is the general partner of EGS Private Healthcare Partnership II L.P., EGS Private Healthcare Investors II, L.P., EGS Private Healthcare Canadian Partners, L.P. and EGS Private Healthcare President’s Fund, L.P and has voting and dispositive power over the shares owned by such entities. EGS Private Healthcare Investors, L.L.C. is managed by a board of managers. Abhijeet Lele, one of our directors, is on the board of managers of EGS Private Healthcare Investors, L.L.C. EGS Private Healthcare Associates, LLC is the general partner of EGS Private Healthcare Partnership, L.P. and EGS Private Healthcare Counterpart, L.P. EGS Private Healthcare Associates, LLC is managed by an investment manager and a board of managers. Abhijeet Lele, one of our directors, is on the board of managers of EGS Private Healthcare Associates, LLC.
 
(4)  Includes 75,950 shares of common stock, 4,402,875 shares of preferred stock and 152,365 warrants held by Ampersand 1999 Limited Partnership and 1,550 shares of common stock, 89,855 shares of preferred stock and 3,108 warrants held by Ampersand 1999 Companion Fund Limited Partnership (collectively, “Ampersand”). AMP-99 Management Company Limited Liability Company is the owner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. Richard A. Charpie is the Principal Managing Member of AMP-99 Management Company Limited Liability Company and has sole voting power of the shares owned by the Ampersand entities. Dr. Charpie disclaims beneficial ownership of the shares owned by the Ampersand entities except to the extent of his pecuniary interest therein. Four individuals, including David J. Parker, one of our directors, are the Managing Members of AMP-99 Management Company Limited Liability Company and share investment power with respect to the shares owned by the Ampersand entities. Investment decisions by AMP-99 Management Company Limited Liability Company require a majority vote of the Managing Members. Therefore, the managing members do not have beneficial ownership of the shares owned by the Ampersand entities, except to the extent of their beneficial ownership interests therein.

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