CUSIP No.    83438k103

13G

Page 2 of 25

 

1	NAMES OF REPORTING PERSONS   Growth Equity Opportunities Fund, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware Limited Liability Company
NUMBER OF		5	SOLE VOTING POWER   0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER   3,651,656 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER   0 shares
WITH		8	SHARED DISPOSITIVE POWER   3,651,656 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,651,656 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

 

 

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CUSIP No.    83438k103

13G

Page 4 of 25

 

1	NAMES OF REPORTING PERSONS   NEA Partners 12, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware Limited Partnership
NUMBER OF		5	SOLE VOTING POWER   0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER   3,651,656 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER   0 shares
WITH		8	SHARED DISPOSITIVE POWER   3,651,656 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,651,656 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

Item 1(a).

Name of Issuer:

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a).

Names of Persons Filing:

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Item 2(c).

Citizenship:

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a)

Amount Beneficially Owned: GEO is the record owner of 2,859,577 shares of Common Stock (the “Common Shares”).  In addition, GEO is a party to a certain Solta Medical, Inc. Warrant to Purchase Common Stock, dated January 8, 2010 (the “Stock Purchase Warrant”), a form of which is attached as Exhibit 4.2 to the Issuer’s Form 8-K filed on January 8, 2010 and incorporated by reference herein. Pursuant to the Stock Purchase Warrant, GEO has the right to purchase a maximum of 792,079 additional shares of Common Stock, subject to certain conditions as set forth below.

(b)

Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheets for each Reporting Person are calculated based on 61,554,352, which includes (i) 60,762,273 shares of Common Stock reported to be outstanding by the Issuer as of July 29, 2011 on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2011 and (ii) the Warrant Shares.

 

(c)	Number of shares as to which such person has:

(i)	sole power to vote or to direct the vote:  See Line 5 of cover sheets.

 

(ii)	shared power to vote or to direct the vote:  See Line 6 of cover sheets.

 

(iii)

sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.

 

(iv)	shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.  The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below, each Reporting Person 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.

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.