Cooperatieve Gilde Healthcare IV U.A. SC 13D/A Inari Medical / Cooperatieve Gilde Healthcare IV U.A. ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

(Amendment No. 4)*

INARI MEDICAL, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

45332Y109

(CUSIP number)

M.O.J.M. Perret

Cooperatieve Gilde Healthcare IV U.A.

Newtonlaan 91

3584 BP Utrecht

The Netherlands

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 23, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

*	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).

13D


CUSIP NO. 45332Y109		Page 1 of 10 Pages


1	NAMES OF REPORTING PERSON Cooperatieve Gilde Healthcare IV U.A. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,896,433 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,896,433 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,896,433 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.87% (2)
14	TYPE OF REPORTING PERSON* OO

(1)

All shares are held of record by Cooperatieve Gilde Healthcare IV U.A. (“Gilde Healthcare”). Gilde Healthcare IV Management BV is the manager of Gilde Healthcare and may be deemed to have voting, investment and dispositive power with respect to these securities. Gilde Healthcare IV Management BV is fully owned by Gilde Healthcare Holding BV. The managing partners of Gilde Healthcare Holding BV are Edwin de Graaf, Marc Olivier Perret and Martemanshurk BV (of which Pieter van der Meer is the owner and manager).

(2)	Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the “Issuer”), as set forth in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2021.

13D


CUSIP NO. 45332Y109		Page 2 of 10 Pages


1	NAMES OF REPORTING PERSON Gilde Healthcare IV Management BV I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,896,433 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,896,433 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,896,433 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.87% (2)
14	TYPE OF REPORTING PERSON* OO

(1)

(2)	Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the “Issuer”), as set forth in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2021.

13D


CUSIP NO. 45332Y109		Page 3 of 10 Pages


1	NAMES OF REPORTING PERSON Gilde Healthcare Holding BV I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,896,433 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,896,433 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,896,433 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.87% (2)
14	TYPE OF REPORTING PERSON* OO

(1)

(2)	Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the “Issuer”), as set forth in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2021.

13D


CUSIP NO. 45332Y109		Page 4 of 10 Pages


1	NAMES OF REPORTING PERSON Marc Olivier Perret
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,896,433 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,896,433 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,896,433 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.87% (2)
14	TYPE OF REPORTING PERSON* IN

(1)

(2)	Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the “Issuer”), as set forth in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2021.

13D


CUSIP NO. 45332Y109		Page 5 of 10 Pages


1	NAMES OF REPORTING PERSON Edwin de Graaf
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,896,433 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,896,433 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,896,433 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.87% (2)
14	TYPE OF REPORTING PERSON* IN

(1)

(2)	Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the “Issuer”), as set forth in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2021.

13D


CUSIP NO. 45332Y109		Page 6 of 10 Pages


1	NAMES OF REPORTING PERSON Martemanshurk BV (100% owned by Pieter van der Meer)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,896,433 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,896,433 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,896,433 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.87% (2)
14	TYPE OF REPORTING PERSON* OO

(1)

(2)	Based on 49,500,688 shares of common stock outstanding of Inari Medical, Inc. (the “Issuer”), as set forth in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2021.

13D


CUSIP NO. 45332Y109		Page 7 of 10 Pages

This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D amends the initial Statement on Schedule 13D filed on June 5, 2020, as amended by Amendment No. 1 to Schedule 13D filed on December 4, 2020, as amended by Amendment No. 2 to Schedule 13D filed on December 23, 2020, as amended by Amendment No. 3 to Schedule 13D filed on March 16, 2021 (as so amended, the “Schedule 13D”), relating to the common stock, par value $0.001 per share (“Common Stock”), of Inari Medical, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 4 reflects, among other things, the recent sales of shares of Common Stock by Cooperatieve Gilde Healthcare IV U.A. (“Gilde Healthcare”). Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D.

Item 1.

Security and Issuer.

There are no changes to the Item 1 information previously filed.

Item 2.

Identity and Background.

There are no changes to the Item 2 information previously filed.

Item 3.

Source and Amount of Funds or Other Consideration.

There are no changes to the Item 3 information previously filed.

13D


CUSIP No. 45332Y109		Page 8 of 10 Pages

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

Between April 15, 2021 and April 26, 2021, Gilde Healthcare sold an aggregate of 595,246 shares of Common Stock of the Company in open market transactions as set forth on Annex A to this Schedule 13D.

Geoff Pardo, a partner at Gilde Healthcare, serves as a member of the board of directors of the Issuer. In addition, in his capacity as a director, Mr. Pardo may be entitled to receive cash compensation and equity compensation, including stock options or other equity awards, pursuant to a plan or policy with regard to compensation of members of the board of directors of the Issuer.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety below:

(a) According to the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2021, there were 49,500,688 shares of Common Stock outstanding as of March 1, 2021.

Gilde Healthcare is the record holder of an aggregate of 3,896,433 shares of Common Stock, which represents beneficial ownership of approximately 7.87% of the outstanding shares of Common Stock on March 1, 2021.

GHCIVM, as the manager of Gilde Healthcare, has the power to vote and dispose of securities held by Gilde Healthcare and may be deemed to beneficially own the securities held of record by Gilde Healthcare.

As a result, each of the Reporting Persons may beneficially own an aggregate of 3,896,433 shares of Common Stock, or approximately 7.87% of the outstanding Common Stock.

(b) Each Reporting Person has shared power to vote and dispose of 3,896,433 shares of Common Stock.

(c) Except as reported on Annex A, none of the Reporting Persons has effected any transactions in the Issuer’s securities since the most recent filing of this Schedule 13D.

(d) Only Gilde Healthcare has the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by Gilde Healthcare.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

Except as referenced herein, there are no changes to the Item 6 information previously filed.

13D


CUSIP No. 45332Y109		Page 9 of 10 Pages

Item 7.

Materials to be Filed as Exhibits.


Exhibit No.		Description

99.1		Joint Filing Agreement, dated April 27, 2021, by and among the Reporting Persons (filed herewith).

99.2		Second Amended and Restated Investors’ Rights Agreement, dated March 29, 2018, by and among the Issuer and certain of its stockholders (filed as Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 as filed with the Commission on February 21, 2020 (SEC File No. 333-236568) and incorporated herein by reference).

99.3		Form of Lock-Up Agreement for certain directors, officers and other stockholders of the Issuer (included as Exhibit A to the form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1 as filed with the Commission on May 18, 2020 (SEC File No. 333-236568) and incorporated herein by reference).

99.4		Form of Indemnification Agreement by and between the Issuer and its directors and officers (filed as Exhibit 10.1 to the Issuer’s Registration Statement on Form S-1 as filed with the Commission on May 5, 2020 (SEC File No. 333-236568) and incorporated herein by reference).

13D


CUSIP No. 45332Y109		Page 10 of 10 Pages

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this statement with respect to such person is true, complete and correct.


Dated: April 27, 2021	COOPERATIEVE GILDE HEALTHCARE IV U.A.

	By:	GILDE HEALTHCARE IV MANAGEMENT BV
	Its:	Manager

	By:	/s/ M.O.J.M. Perret
	Name:	M.O.J.M. Perret
	Title:	Managing Director

	GILDE HEALTHCARE IV MANAGEMENT BV
	By:	/s/ M.O.J.M. Perret
	Name:	M.O.J.M. Perret
	Title:	Managing Director

	GILDE HEALTHCARE HOLDING BV

	By:	/s/ M.O.J.M. Perret
	Name:	M.O.J.M. Perret
	Title:	Managing Director

	/s/ Marc Olivier Perret
	Marc Olivier Perret

	/s/ Edwin de Graaf
	Edwin de Graaf

	MARTEMANSHURK BV

	By:	/s/ Pieter van der Meer
	Name:	Pieter van der Meer
	Title:	Managing Partner

Annex A

Trading History

The following transactions were effected by Cooperatieve Gilde Healthcare IV U.A. in Common Stock since the most recent filing of this Schedule 13D:


Trade Date	Amount Sold		Weighted Average Price Per Share
4/15/2021		5,496	$	106.07
4/15/2021		14,497	$	107.03
4/15/2021		21,851	$	108.20
4/15/2021		29,873	$	108.98
4/15/2021		14,889	$	109.77
4/16/2021		16,198	$	103.12
4/16/2021		44,260	$	104.13
4/16/2021		38,881	$	104.83
4/16/2021		2,157	$	106.00
4/16/2021		1,665	$	107.10
4/16/2021		10	$	107.56
4/16/2021		1,363	$	109.29
4/19/2021		2,409	$	101.57
4/19/2021		54,808	$	102.95
4/19/2021		20,958	$	103.48
4/20/2021		6,748	$	100.05
4/20/2021		23,411	$	100.92
4/20/2021		9,790	$	101.82
4/20/2021		22,592	$	103.05
4/20/2021		2,524	$	103.53
4/21/2021		4,180	$	102.03
4/21/2021		1,460	$	102.98
4/21/2021		6,176	$	104.32
4/21/2021		41,898	$	105.07
4/21/2021		11,505	$	105.85
4/21/2021		401	$	106.54
4/22/2021		8,098	$	103.99
4/22/2021		11,110	$	104.87
4/22/2021		10,429	$	105.99
4/22/2021		17,210	$	106.87
4/22/2021		15,696	$	107.77
4/22/2021		992	$	108.48
4/23/2021		5,938	$	106.94
4/23/2021		26,801	$	107.89
4/23/2021		12,859	$	108.69
4/26/2021		3,455	$	108.20
4/26/2021		11,801	$	109.19
4/26/2021		26,010	$	110.06
4/26/2021		11,328	$	110.95
4/26/2021		28,310	$	112.12
4/26/2021		5,209	$	112.70

All transactions were made in the open market.

Cooperatieve Gilde Healthcare IV U.A. SC 13D/AInari Medical / Cooperatieve Gilde Healthcare IV U.A. ownership change