Statement of Ownership (sc 13g)
May 06 2019 - 6:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2(b)
RESTORATION
ROBOTICS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
76133C103
(CUSIP Number)
April 5, 2019
(Date of Event Which Requires Filing of This
Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
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[ ]
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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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[ ]
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Rule 13d-1(d)
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*
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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.
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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
).
(Continued on following pages)
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CUSIP NO. 76133C103
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13G
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Page
2 of 9 Pages
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1
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NAMES
OF REPORTING PERSONS
WEST ELK PARTNERS, LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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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
STATE OF DELAWARE, UNITED
STATES OF AMERICA
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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
N/A
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6
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SHARED
VOTING POWER
2,989,724 shares of Common Stock
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7
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SOLE
DISPOSITIVE POWER
N/A
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8
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SHARED
DISPOSITIVE POWER
2,989,724 shares of Common Stock
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,989,724 shares of Common Stock
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.32% of the outstanding shares of Common Stock
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12
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TYPE
OF REPORTING PERSON
PN (Limited Partnership)
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CUSIP NO. 76133C103
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13G
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Page
3 of 9 Pages
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1
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NAMES
OF REPORTING PERSONS
WEST ELK, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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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
STATE OF DELAWARE, UNITED
STATES OF AMERICA
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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
N/A
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6
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SHARED
VOTING POWER
2,989,724 shares of Common Stock
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7
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SOLE
DISPOSITIVE POWER
N/A
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8
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SHARED
DISPOSITIVE POWER
2,989,724 shares of Common Stock
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,989,724 shares of Common Stock
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10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.32% of the outstanding shares of Common Stock
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12
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TYPE
OF REPORTING PERSON
OO (Limited Liability Company)
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CUSIP NO. 76133C103
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13G
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Page
4 of 9 Pages
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1
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NAMES
OF REPORTING PERSONS
WEST ELK CAPITAL, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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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
STATE OF DELAWARE, UNITED
STATES OF AMERICA
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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
N/A
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6
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SHARED
VOTING POWER
2,989,724 shares of Common Stock
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7
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SOLE
DISPOSITIVE POWER
N/A
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8
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SHARED
DISPOSITIVE POWER
2,989,724 shares of Common Stock
|
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,989,724 shares of Common Stock
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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[ ]
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.32% of the outstanding shares of Common Stock
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12
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TYPE
OF REPORTING PERSON
OO (Limited Liability Company), IA (Investment Adviser)
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CUSIP NO. 76133C103
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13G
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Page
5 of 9 Pages
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1
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NAMES
OF REPORTING PERSONS
Jason Joffe
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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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
OF AMERICA
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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
N/A
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6
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SHARED
VOTING POWER
2,989,724 shares of Common Stock
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7
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SOLE
DISPOSITIVE POWER
N/A
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8
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SHARED
DISPOSITIVE POWER
2,989,724 shares of Common Stock
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,989,724 shares of Common Stock
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.32% of the outstanding Common Stock
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12
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TYPE
OF REPORTING PERSON
IN (Individual)
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CUSIP NO. 76133C103
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13G
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Page
6 of 9 Pages
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1
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NAMES
OF REPORTING PERSONS
Morgan Duke
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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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
OF AMERICA
|
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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
N/A
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6
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SHARED
VOTING POWER
2,989,724 shares of Common Stock
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7
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SOLE
DISPOSITIVE POWER
N/A
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8
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SHARED
DISPOSITIVE POWER
2,989,724 shares of Common Stock
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,989,724 shares of Common Stock
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.32% of the outstanding Common Stock
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12
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TYPE
OF REPORTING PERSON
IN (Individual)
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Item 1.
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(a)
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Name of Issuer:
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Restoration Robotics, Inc. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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128 Baytech Drive
San Jose, CA 95134
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Item 2.
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(a)
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Name of Persons Filing:
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West Elk Partners, LP
West Elk, LLC
West Elk Capital, LLC
Jason Joffe
Morgan Duke
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(b)
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Address of Principal Business Office or, if None, Residence:
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For all persons filing:
1175 Peachtree Street NE
100 Colony Square, Suite 360
Atlanta, GA 30361
West Elk Partners, LP is a Delaware limited
partnership
West Elk, LLC is a Delaware limited
liability company
West Elk Capital, LLC is a Delaware
limited liability company
Mr. Joffe and Mr. Duke are United States citizens
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(d)
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Title of Class of Securities:
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Common Stock
76133C103
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the
Person Filing is a:
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Not applicable. Filed pursuant to Rule 13d-1(c).
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West Elk Partners, LP
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West Elk, LLC
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West Elk Capital, LLC
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Jason Joffe
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Morgan Duke
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(a)
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Amount Beneficially Owned:
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2,989,724
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2,989,724
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2,989,724
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2,989,724
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2,989,724
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(b)
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Percent of Class:
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7.32%
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7.32%
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7.32%
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7.32%
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7.32%
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(c)
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Number of Shares to Which Reporting Person Has:
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(i)
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Sole Voting Power:
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N/A
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N/A
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N/A
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N/A
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N/A
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(ii)
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Shared Voting Power:
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2,989,724
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2,989,724
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2,989,724
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2,989,724
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2,989,724
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(iii)
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Sole Dispositive Power:
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N/A
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N/A
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N/A
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N/A
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N/A
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(iv)
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Shared Dispositive Power:
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2,989,724
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2,989,724
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2,989,724
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2,989,724
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2,989,724
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The reported shares
are the Issuer’s common stock.
All of the reported shares are owned
directly by West Elk Partners, LP (“West Elk Partners”), whose general partner is West Elk, LLC (the “General
Partner”) and whose investment adviser is West Elk Capital, LLC (the “Investment Adviser”). The General Partner
and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to
share such beneficial ownership with West Elk Partners.
Jason Joffe and Morgan
Duke are the managers of the General Partner and Investment Adviser, and could be deemed to share such indirect beneficial ownership
with the General Partner, the Investment Adviser, and West Elk Partners.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 . [ ]
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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 That Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
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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.
By signing below, each of the undersigned
certifies that, to the best of his or its 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.
Exhibits
Exhibit 1
Joint Filing Agreement dated May 3, 2019, among
West Elk Partners, LP, West Elk, LLC, West Elk Capital, LLC, Jason Joffe and Morgan Duke.
Signature
After reasonable inquiry
and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
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Date: May 3, 2019
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WEST ELK PARTNERS, LP
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By:
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West Elk, LLC, General Partner
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By:
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/s/ Jason Joffe
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Name:
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Jason Joffe
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Title:
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Manager
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Date: May 3, 2019
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WEST ELK, LLC
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By:
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/s/ Jason Joffe
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Name:
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Jason Joffe
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Title:
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Manager
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Date: May 3, 2019
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WEST ELK CAPITAL, LLC
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By:
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/s/ Jason Joffe
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Name:
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Jason Joffe
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Title:
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Manager
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Date: May 3, 2019
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/s/ Jason Joffe
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Jason Joffe
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Date: May 3, 2019
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/s/ Morgan Duke
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Morgan Duke
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a
Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Restoration Robotics,
Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further
agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto,
and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason
to believe that such information is inaccurate.
This Joint Filing Agreement
may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
In
witness whereof,
each of the undersigned has executed this Agreement as of May 3, 2019.
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WEST ELK PARTNERS, LP
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By:
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West Elk, LLC, General Partner
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By:
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/s/ Jason Joffe
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Name:
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Jason Joffe
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Title:
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Manager
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WEST ELK, LLC
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By:
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/s/ Jason Joffe
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Name:
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Jason Joffe
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Title:
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Manager
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WEST ELK CAPITAL, LLC.
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By:
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/s/ Jason Joffe
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Name:
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Jason Joffe
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Title:
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Manager
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/s/ Jason Joffe
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Jason Joffe
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/s/ Morgan Duke
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Morgan Duke
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