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. ☐
*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
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Richard
S. Ressler
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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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(b) [ ]
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): OO
(See Item 3)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
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[ ]
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6. Citizenship or Place of Organization:
United States of America
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Number of
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7. Sole Voting Power:
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27,180,381*
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Shares Beneficially
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8. Shared Voting Power:
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0
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Owned by
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Each Reporting
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9. Sole Dispositive Power:
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27,180,381*
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Person With
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10. Shared Dispositive Power:
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0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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27,180,381*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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[ ]
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13.
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Percent of Class Represented by Amount in Row (11):
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80.3%*
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14.
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Type of Reporting Person (See Instructions):
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IN
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*Based on the information set forth
in the Quarterly Report on Form 10-Q of Presbia PLC, an Irish public limited company (the “
Company
”), filed
with the Securities and Exchange Commission (the “
SEC
”) on November 13, 2018, there were 17,157,160 ordinary
shares, par value $0.001 per share (the “
Ordinary Shares
”), of the Company deemed issued and outstanding as
of December 10, 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 16,684,792 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 27,180,381 Ordinary
Shares, or 80.3% 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, as amended by Amendment No. 2 filed on March 10, 2017, and further amended by
Amendment No. 3 filed April 13, 2018 (“
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 Amendment 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 Sandyford Office Centre, Suite 7, 17 Corrig Road, Sandyford, Dublin 18 Ireland.
The Ordinary Shares are listed on the NASDAQ Capital 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 December 10, 2018,
the Company, its wholly-owned subsidiary, Presbia USA, Inc. (the “Subsidiary”) and Reporting Person entered into and
closed a Securities Purchase & Exchange Agreement pursuant to which, Reporting Person, in a private placement (the “Financing”):
(i) provided Subsidiary with a secured loan in the aggregate principal amount of $3,500,000; (ii) purchased 100 of the Company’s
newly-designated Series 2 Redeemable Preferred Shares (the “Presbia PLC New Preferred Shares”) for an aggregate purchase
price of $100,000; and (iii) exchanged 4,900 shares of Subsidiary preferred stock for an aggregate 5,239 shares of Subsidiary’s
newly-designated preferred stock. Upon closing of the Financing, Reporting Person received a warrant (the “Warrant”)
to purchase 14,731,667 Ordinary Shares of the Company at an exercise price of $0.60 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 Quarterly Report on Form 10-Q of the Company filed with the SEC on November 13, 2018, there
were 17,157,160 Ordinary Shares of the Company deemed issued and outstanding as of December 10, 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 16,684,792
Ordinary Shares. The options and Warrants are exercisable within 60 days of the date hereof. Excludes 100 Presbia PLC New 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 27,180,381 Ordinary Shares, or 80.3% 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 December 10, 2018
(incorporated
by reference to Exhibit 10.10 to the Current Report on Form 8-K filed by the Issuer on December 12, 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.
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Dated: December 12, 2018
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/s/
David
Goret, attorney in fact for Richard S. Ressler
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Attention: Intentional
misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).