- Statement of Ownership (SC 13G)
09 January 2010 - 8:03AM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Name of Issuer)
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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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 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. 81724W104
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1.
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Names of Reporting Persons.
Vertical Fund I, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group *
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
723,900
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
723,900
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
723,900
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10.
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Check box if the Aggregate
Amount in Row (9) Excludes Certain Shares*
o
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11.
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Percent of Class
Represented by Amount in Row (9)
4.2%
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12.
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Type of Reporting Person*
PN
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* SEE
INSTRUCTIONS BEFORE FILLING OUT.
2
CUSIP No. 81724W104
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1.
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Names of Reporting Persons.
Vertical Fund II, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group *
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
182,100
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
182,100
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
182,100
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10.
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Check box if the Aggregate
Amount in Row (9) Excludes Certain Shares*
o
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11.
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Percent of Class
Represented by Amount in Row (9)
1.0%
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12.
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Type of Reporting Person*
PN
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* SEE
INSTRUCTIONS BEFORE FILLING OUT.
3
CUSIP No. 81724W104
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1.
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Names of Reporting Persons.
Stephen D. Baksa
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2.
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Check the Appropriate Box
if a Member of a Group *
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
181,200
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6.
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Shared Voting Power
906,000
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7.
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Sole Dispositive Power
181,200
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8.
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Shared Dispositive Power
906,000
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,087,200
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10.
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Check box if the Aggregate
Amount in Row (9) Excludes Certain Shares*
o
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11.
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Percent of Class
Represented by Amount in Row (9)
6.2%
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12.
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Type of Reporting Person*
IN
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* SEE
INSTRUCTIONS BEFORE FILLING OUT.
4
Item
1(a).
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Name of Issuer:
SenoRx, Inc.
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Item
1(b).
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Address of Issuers
Principal Executive Offices:
3 Morgan
Irvine, California 92618
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Item
2(a).
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Name of Person Filing:
Vertical Fund I, L.P. (VFI) and
Vertical Fund II, L.P.
(VFII and together with VFI, the Partnerships)
Stephen D. Baksa (Baksa)
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Item
2(b).
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Address of Principal
Business Office or, if none, Residence:
Each of the Partnerships and Baksa has a principal business address at
25 DeForest Avenue,
Summit, New Jersey 07901.
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Item
2(c).
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Citizenship:
Each of the Partnerships is a Delaware limited partnership. Baksa is a citizen of the United States.
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Item
2(d).
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Title of Class of
Securities:
Common Stock
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Item
2(e).
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CUSIP Number:
81724W104
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Item 3.
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If this statement is filed pursuant
to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer
registered under section 15 of the Exchange Act.
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(b)
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Bank as defined in section
3(a)(6) of the Exchange Act.
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(c)
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Insurance company as
defined in section 3(a)(19) of the Exchange Act.
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act.
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(e)
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An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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o
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An employee benefit plan
or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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o
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A parent holding company
or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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o
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A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act.
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(j)
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o
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A non-U.S. institution in
accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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o
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Group, in accordance with Rule
13d-1(b)(1)(ii)(K).
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None of the above. The statement is filed pursuant to Rule
13d-1(c).
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5
Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
1,087,200 shares of Common
Stock
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(b)
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Percent of class:
6.2%
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(c)
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Number of shares as to
which such person has:
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(i)
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Sole power to vote or to
direct the vote:
1,087,200
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(ii)
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Shared power to vote or to
direct vote:
0
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(iii)
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Sole power to dispose or
to direct the disposition of:
1,087,200
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(iv)
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Shared power to dispose or
to direct the disposition of:
0
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The
foregoing amounts of shares and percentage represent the combined holdings of
the Reporting Persons as of December 31, 2009. Of such amounts, VFI owns 723,900 shares
(4.2% of the total outstanding), VFII
owns 182,100 shares (1.0% of the total outstanding) and Baksa own 181,200
shares (1.0% of the total outstanding).
The Reporting Persons are filing this statement jointly to reflect
their combined ownership because the sole general partner of each Partnership
is The Vertical Group, L.P., a Delaware limited partnership (Vertical), and
Baksa is a managing member of the limited liability company that controls Vertical,
and the Partnerships and Baksa may be deemed to constitute a group as such
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended. Baksa disclaims beneficial
ownership of the shares owned by the Partnerships except to the extent of his
indirect pecuniary interest therein.
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Item 5.
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Ownership of Five Percent or Less
of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification
of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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6
Item 10.
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Certification.
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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.
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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: January 8,
2010
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VERTICAL
FUND I, L.P.
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By:
THE VERTICAL GROUP, L.P.
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General
Partner
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By:
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/s/
Stephen D. Baksa
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Stephen D. Baksa
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Authorized Sigantory
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VERTICAL
FUND II, L.P.
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By:
THE VERTICAL GROUP, L.P.
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General
Partner
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By:
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/s/
Stephen D. Baksa
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Stephen D. Baksa
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Authorized Signatory
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/s/
Stephen D. Baksa
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STEPHEN D. BAKSA
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7
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