Edgar Filing: TANDEM DIABETES CARE INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â HLM VENTURE PARTNERS II, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2013

3. Issuer Name and Ticker or Trading Symbol
TANDEM DIABETES CARE INC [TNDM]

(Last)

(First)

(Middle)

222 BERKELEY STREET,Â

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BOSTON,Â MAÂ 02116

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	223,684	$ 0	D ⁽³⁾	Â
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	1,230,374	$ 0	D ⁽³⁾	Â
Preferred Stock Warrant	Â ⁽⁴⁾	08/17/2021	Series D Preferred Stock ⁽⁵⁾	87,662 ⁽⁵⁾	$ 4.4 ⁽⁵⁾	D ⁽³⁾	Â
Preferred Stock Warrant	Â ⁽⁴⁾	05/25/2022	Series D Preferred Stock ⁽⁶⁾	21,915 ⁽⁶⁾	$ 4.4 ⁽⁶⁾	D ⁽³⁾	Â
Preferred Stock Warrant	Â ⁽⁴⁾	07/17/2022	Series D Preferred Stock ⁽⁷⁾	33,014 ⁽⁷⁾	$ 4.4 ⁽⁷⁾	D ⁽³⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HLM VENTURE PARTNERS II, L.P. 222 BERKELEY STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
HLM Venture Associates II, LLC 222 BERKELEY STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
CAHILL EDWARD L C/O HLM VENTURE PARTNERS 222 BERKELEY STREET BOSTON,Â MAÂ 02116	Â X	Â X	Â	Â
GRUA PETER J C/O HLM VENTURE PARTNERS 222 BERKELEY STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
RAY RUSSELL T C/O HLM VENTURE PARTNERS 222 BERKELEY STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â

Signatures

/s/ David B. Berger, Attorney-in-Fact for HLM Venture Partners II, L.P.		11/13/2013
^**Signature of Reporting Person		Date
/s/ David B. Berger, Attorney-in-Fact for HLM Venture Associates II, L.L.C.		11/13/2013
^**Signature of Reporting Person		Date
/s/ David B. Berger, Attorney-in-Fact for Edward L. Cahill		11/13/2013
^**Signature of Reporting Person		Date
/s/ David B. Berger, Attorney-in-Fact for Peter J. Grua		11/13/2013
^**Signature of Reporting Person		Date
/s/ David B. Berger, Attorney-in-Fact for Russell T. Ray		11/13/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The securities are immediately convertible.
(2)	The expiration date is not relevant to the conversion of these securities.
(3)	The reported securities are owned by HLM Venture Partners II, L.P. HLM Venture Associates II, L.L.C. (the "General Partner"), and Edward L. Cahill, Peter J. Grua and Russell T. Ray, the managing members of the General Partner, may be deemed to share voting and dispositive power over the reported securities but each disclaims beneficial ownership in the securities held by HLM Venture Partners II, L.P., except to the extent of their pecuniary interest therein.
(4)	The warrants are immediately exercisable.
(5)	Upon the consummation of the Issuer's initial public offering, these warrants will automatically become exercisable for 52,316 shares of the Issuer's common stock at an exercise price of $4.40 per share.
(6)	Upon the consummation of the Issuer's initial public offering, these warrants will automatically become exercisable for 13,078 shares of the Issuer's common stock at an exercise price of $4.40 per share.
(7)	Upon the consummation of the Issuer's initial public offering, these warrants will automatically become exercisable for 19,702 shares of the Issuer's common stock at an exercise price of $4.40 per share.

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