SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
ConforMIS, Inc.
(Name of Issuer)
Common Shares, $0.00001 par value per share
(Title of Class of Securities)
20717E101
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*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 (“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. 20717E101 |
13 G | Page 2 of 6 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
aeris CAPITAL Archer L.P. (“Aeris”)
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
| |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,480,349 shares. | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,480,349 shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,480,349 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| CUSIP NO. 20717E101 |
13 G | Page 3 of 6 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
SGR Sagittarius Holding AG (“SGR”)
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
| |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,912,277 shares. | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,912,277 shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,912,277 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| CUSIP NO. 20717E101 |
13 G | Page 4 of 6 |
| ITEM 1(A). | NAME OF ISSUER |
| ConforMIS, Inc. (the “Issuer”) |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
| 28 Crosby Drive |
| Bedford, MA 01730 |
| ITEM 2(A). | NAME OF PERSONS FILING |
| This joint statement on Schedule 13G is filed by aeris CAPITAL Archer L.P. (“Aeris”) and SGR Sagittarius Holding AG (“SGR”), who are collectively referred to herein as the “Reporting Persons.” |
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
| The principal business office of Aeris is c/o Avalon Trust & Corporate Services, Ltd., Landmark Sq, 1st Floor, 64 Earth Close, PO Box 715, Grand Cayman, KY1-1107, Cayman Islands. The principal business office of SGR is Brügglistrasse 2, 8852 Altendorf, Switzerland. |
| ITEM 2(C) | CITIZENSHIP |
| Aeris is a Cayman Island limited partnership. |
| SGR is a corporation organized in Switzerland. |
| ITEM 2(D) | TITLE OF CLASS OF SECURITIES |
| Shares of Common Stock, $0.00001 par value per share (“Common Stock”) |
| ITEM 2(E) | CUSIP NUMBER |
| 20717E101 |
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP |
| As of December 31, 2016, the Reporting Persons, in the aggregate beneficially own 3,392,626 shares of Common Stock of the Issuer, representing approximately 7.8% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) Aeris beneficially owns 1,480,349 shares of Common Stock of the Issuer representing approximately 3.4% of the class and (ii) SGR beneficially owns 1,912,277 shares of Common Stock of the Issuer representing approximately 4.4% of the class. The percentage of Common Stock beneficially owned by the Reporting Person is based on a total of 43,399,547 shares of Common Stock outstanding as of December 31, 2016, as reported in the Issuer’s registration statement on Form S-3 filed with the Securities and Exchange Commission on January 9, 2017. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable |
| CUSIP NO. 20717E101 |
13 G | Page 5 of 6 |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Under certain circumstances set forth in the limited partnership agreement of Aeris, the general and limited partners of such entity may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| Not applicable. |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. |
| ITEM 10. | CERTIFICATION. |
| 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. |
SIGNATURES
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.
Date: April 12, 2017
| SGR Sagittarius Holding AG | ||
| By: | /s/ Bernd Kammerlander, /s/ Manuel Werder | |
| Name: | Bernd Kammerlander, Manuel Werder | |
| Title: | Directors | |
| aeris CAPITAL Archer L.P. | ||
| By: | /s/ Ralph Woodford | |
| Name: | Ralph Woodford | |
| Title: | Director | |