UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)* 

 

PRESBIA PLC
(Name of Issuer)
Ordinary Shares, Par Value $0.001 Per Share
(Title of Class of Securities)
G7234P100
(CUSIP Number)
 

 

 

Richard S. Ressler

c/o Presbia PLC

Sandyford Office Centre, Suite 7

17 Corrig Road

Dublin 2 Ireland

+353 (1) 659 9446

 

with copies to:

 

Peter H. Ehrenberg

David L. Goret

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

(212) 262-6700

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 
April 12, 2018
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

*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, as amended (“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.  G7234P100
1. Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
  Richard S. Ressler  
2. Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
3. SEC Use Only
4. Source of Funds (See Instructions):    OO (See Item 3)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):   
   [    ]  
6.       Citizenship or Place of Organization:    United States of America
 
  Number of 7. Sole Voting Power: 12,448,714*  
  Shares Beneficially 8. Shared Voting Power: 0    
  Owned by      
  Each Reporting 9. Sole Dispositive Power: 12,448,714*  
  Person With 10. Shared Dispositive Power: 0    
       
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 12,448,714*  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   
   [    ]    
13. Percent of Class Represented by Amount in Row (11):     65.2%*  
14. Type of Reporting Person (See Instructions):    IN   
                   

*Based on the information set forth in the Annual Report on Form 10-K of Presbia PLC, an Irish public limited company (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2018, there were 17,121,857 ordinary shares, par value $0.001 per share (the “Ordinary Shares”), of the Company deemed issued and outstanding as of April 12, 2018.

Orchard Alternative Investments LP, a Delaware limited partnership, holds 1,183,758 Ordinary Shares and Orchard Investments LLC, a Delaware limited liability company, holds 5,038,272 Ordinary Shares. The Reporting Person, directly and/or indirectly, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by Orchard Alternative Investments LP and Orchard Investments LLC.

The Reporting Person, in his individual capacity, holds 4,263,559 Ordinary Shares, options to acquire 10,000 Ordinary Shares, and warrants to acquire 1,953,125 Ordinary Shares. The options and warrants are exercisable within 60 days of the date hereof. Excludes 100 preferred shares of the Company not convertible into Ordinary Shares. As a result, as of the date hereof, the Reporting Person may be deemed to beneficially own 12,448,714 Ordinary Shares, or 65.2% of the Ordinary Shares issued and outstanding as of the date hereof. 

 
 

 

Explanatory Note

  

This Schedule 13D Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D filed by Richard S. Ressler (the “Reporting Person”) with the Securities and Exchange Commission (the “SEC”) on February 9, 2015, as amended by Amendment No. 1 filed on August 4, 2015, and further amended by Amendment No. 2 filed on March 10, 2017 (“Schedule 13D”). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 1.     Security and Issuer.

The information contained in Item 1 of the Schedule 13D is hereby amended and supplemented by adding the information below.

The class of equity securities to which this Schedule 13D/A relates is the ordinary shares, par value $0.001 per share (the “Ordinary Shares”), of Presbia PLC, an Irish public limited company (the “Company”). The principal executive offices of the Company are located at Sandyford Office Centre, Suite 7, 17 Corrig Road, Dublin 2 Ireland. The Ordinary Shares are listed on the NASDAQ Global Market under the ticker symbol “LENS.”

 

Item 4.     Purpose of Transaction.

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the information below.

 

On April 12, 2018, the Company, its wholly-owned subsidiary, Presbia USA, Inc. (the “Subsidiary”) and Reporting Person entered into a stock purchase agreement pursuant to which Reporting Person purchased in a private placement (the “Offering”) 100 preferred shares of the Company (the “Preferred Shares”) and 4,900 shares of preferred stock of the Subsidiary for an aggregate purchase price of $5.0 million. Upon closing of the Offering, Reporting Person received a warrant (the “Warrant”) to purchase 1,953,125 Ordinary Shares of the Company at an exercise price of $2.56 per share, subject to adjustments as provided under the terms of the Warrant. The Warrant is exercisable for five years from the issuance date. The Warrant contains cashless exercise provisions.

The foregoing summary of the Warrant does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Warrant agreement, a copy of which is incorporated by reference as Exhibit 1 in Item 7 of this Amendment and is incorporated herein by reference.

 

Item 5.     Interest in Securities of the Issuer.

The information contained in Item 5 of the Schedule 13D is hereby amended and supplemented by adding the information below.

 

  

(a) – (b)  Based on the information set forth in the Annual Report on Form 10-K of the Company filed with the SEC on March 30, 2018, there were 17,121,857 Ordinary Shares of the Company issued and outstanding as of April 12, 2018.

 Orchard Alternative Investments LP, a Delaware limited partnership, holds 1,183,758 Ordinary Shares and Orchard Investments LLC, a Delaware limited liability company, holds 5,038,272 Ordinary Shares.

The Reporting Person, directly and/or indirectly, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by Orchard Alternative Investments LP and Orchard Investments LLC by virtue of the following: (i) the Reporting Person, his family members and trusts for his family members own 100% of the equity interests in Orchard Investments, LLC; (ii) the Reporting Person, entities owned and controlled by him, his family members and trusts for his family members own 100% of the equity interests in Orchard Alternative Investments, LP; (iii) Orchard Capital Investments, LLC, a California limited liability company, is the managing member of Orchard Alternative Investments GP, LLC, a Delaware limited liability company, which is the general partner of Orchard Alternative Investments, LP; and (iv) the Reporting Person is the President of Orchard Capital Corporation, a Delaware corporation, which is the Manager of each of Orchard Investments, LLC, and Orchard Capital Investments, LLC.

The Reporting Person, in his individual capacity, holds 4,263,559 Ordinary Shares, options to acquire 10,000 Ordinary Shares, and Warrants to acquire 1,953,125 Ordinary Shares. The options and Warrants are exercisable within 60 days of the date hereof. Excludes 100 Preferred Shares of the Company not convertible into Ordinary Shares. As a result, as of the date hereof, the Reporting Person may be deemed to beneficially own 12,448,714 Ordinary Shares, or 65.2% of the Ordinary Shares issued and outstanding as of the date hereof. 

(c)     Except as reported in Item 4 above, during the 60 day period on or prior to the date hereof, the Reporting Person (on behalf of himself or any other person or entity controlled by him or for which he possesses voting or investment control over the securities thereof) has not effected any transactions in the Ordinary Shares of the Company or securities convertible into, exercisable for or exchangeable for Ordinary Shares.

Item 7.     Material to be Filed as Exhibits.

1.   Warrant to Purchase Ordinary Shares dated April 12, 2018 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on April 13, 2018).

 

This statement on Schedule 13D/A speaks as of its date, and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof.

 
 

 

 

Signature

 

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:  April 13, 2018    
     
     
  /s/ David Goret, attorney in fact for Richard S. Ressler  
   
     

 

 

 

 

Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).