UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Bioventus Inc.
(Name of Issuer)
CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
09075A108
(CUSIP Number)
December 31, 2022
(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 the disclosures provided in a prior cover page. |
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 (“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. 09075A108 | SCHEDULE 13G | Page 2 of 16 Pages |
| 1. |
NAMES OF REPORTING PERSONS
AMP-CF Holdings, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,255,332 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,255,332 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,255,332 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.25% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022. |
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 3 of 16 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Ampersand CF Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,255,332 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,255,332 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,255,332 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.25% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022. |
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 4 of 16 Pages |
| 1. |
NAMES OF REPORTING PERSONS
AMP-CF Management Company Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,255,332 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,255,332 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,255,332 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.25% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022. |
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 5 of 16 Pages |
| 1. |
NAMES OF REPORTING PERSONS
AMP-CF MC LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,255,332 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,255,332 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,255,332 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.25% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022. |
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 6 of 16 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Ampersand 2020 Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,255,332 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,255,332 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,255,332 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.25% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022. |
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 7 of 16 Pages |
| 1. |
NAMES OF REPORTING PERSONS
AMP-20 Management Company Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,255,332 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,255,332 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,255,332 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.25% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022. |
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 8 of 16 Pages |
| 1. |
NAMES OF REPORTING PERSONS
AMP-20 MC LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,255,332 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,255,332 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,255,332 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.25% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022. |
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 9 of 16 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Herbert H. Hooper | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,255,332 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,255,332 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,255,332 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.25% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022. |
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 10 of 16 Pages |
| Item 1. | Issuer | |||
| (a) | Name of Issuer: | |||
| Bioventus Inc. (the “Issuer”) | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| 4721 Emperor Boulevard, Suite 100 Durham, NC 27703 | ||||
| Item 2. | Filing Person | |||
| (a) – (c) | Name of Persons Filing; Address; Citizenship:
AMP-CF Holdings, LLC C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware
Ampersand CF Limited Partnership C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware
AMP-CF Management Company Limited Partnership C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware
AMP-CF MC LLC C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware
Ampersand 2020 Limited Partnership C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware
AMP-20 MC LLC C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware
AMP-20 Management Company Limited Partnership C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware | |||
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 11 of 16 Pages |
|
Hooper, Herbert H C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Citizenship: United States | ||||
| (d) | Title of Class of Securities: | |||
| Class A common stock, par value $0.001 per share (“Class A Common Stock”) | ||||
| (e) |
CUSIP Number:
09075A108 | |||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable. | |||
| Item 4. | Ownership. | |||
| (a) | See response to Item 9 on each cover page. | |||
| (b) | See response to Item 11 on each cover page | |||
| (c) | (i) See response to Item 5 on each cover page (ii) See response to Item 6 on each cover page (iii) See response to Item 7 on each cover page (iv) See response to Item 8 on each cover page | |||
These securities are held of record by AMP-CF Holdings, LLC (the “Investor”). Ampersand CF Limited Partnership (“AMP-CF LP”) and Ampersand 2020 Limited Partnership (“AMP-20 LP”) are the sole members and Managers of the Investor. AMP-CF Management Company Limited Partnership (“AMP-CF MCLP”) is the general partner of AMP-CF LP; AMP-CF MC LLC (“AMP-CF MCLLC”) is the general partner of AMP-CF MCLP; and Herbert H. Hooper is the Managing Member of AMP-CF MCLLC. AMP-20 Management Company Limited Partnership (“AMP-20 MCLP”) is the general partner of AMP-20 LP; AMP-20 MC LLC (“AMP-20 MCLLC”) is the general partner of AMP-20 MCLP; and Herbert H. Hooper is the Managing Member of AMP-20 MCLLC. By virtue of such relationships, AMP-CF LP; AMP-CF MCLP; AMP-CF MCLLC; AMP-20 LP; AMP-20 MCLP; AMP-20 MCLLC; and Herbert H. Hooper may be deemed to have voting and investment power with respect to the securities held by the Investor and as a result may be deemed to have beneficial ownership over such securities. Each of AMP-CF LP; AMP-CF MCLP; AMP-CF MCLLC; AMP-20 LP; AMP-20 MCLP; AMP-20 MCLLC; and Herbert H. Hooper disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, except to the extent of its or his pecuniary interest therein, if any.
| Item 5. | Ownership of Five Percent or Less of a Class. | |||||
| If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐ | ||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person.
Not applicable. | |||||
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 12 of 16 Pages |
| 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.
The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1).. | |
| Item 9. | Notice of Dissolution of Group.
Not applicable. | |
| Item 10. | Certification.
By signing below each of the undersigned certifies that, to the best of 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. | |
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 13 of 16 Pages |
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.
| AMP-CF Holdings, LLC | Date: | |||||
| By: | /s/ Dana L. Niles |
2/1/2023 | ||||
| Name: | Dana L. Niles | |||||
| Title: | Chief Operating Officer | |||||
| Ampersand CF Limited Partnership | ||||||
| By | AMP-CF Management Company Limited Partnership, its general partner | |||||
| By: AMP-CF MC LLC, its general partner | ||||||
| By: | /s/ Dana L. Niles |
2/1/2023 | ||||
| Name: | Dana L. Niles | |||||
| Title: | Chief Operating Officer | |||||
| AMP-CF Management Company Limited Partnership | ||||||
| By: AMP-CF MC LLC, its general partner | ||||||
| By: | /s/ Dana L. Niles |
2/1/2023 | ||||
| Name: | Dana L. Niles | |||||
| Title: | Chief Operating Officer | |||||
| AMP-CF MC LLC | ||||||
| By: | /s/ Dana L. Niles |
2/1/2023 | ||||
| Name: | Dana L. Niles | |||||
| Title: | Chief Operating Officer | |||||
| Ampersand 2020 Limited Partnership | ||||||
| By: AMP-20 Management Company Limited Partnership | ||||||
| By: AMP-20 MC LLC, its general partner | ||||||
| By: | /s/ Dana L. Niles |
2/1/2023 | ||||
| Name: | Dana L. Niles | |||||
| Title: | Chief Operating Officer | |||||
| AMP-20 Management Company Limited Partnership | ||||||
| By: AMP-20 MC LLC, its general partner | ||||||
| By: | /s/ Dana L. Niles |
2/1/2023 | ||||
| Name: |
Dana L. Niles | |||||
| Title: | Chief Operating Officer | |||||
| CUSIP No. 09075A108 | SCHEDULE 13G | Page 14 of 16 Pages |
| AMP-20 MC LLC | 2/1/2023 | |||||
| By: | /s/ Dana L. Niles |
|||||
| Name: | Dana L. Niles | |||||
| Title: | Chief Operating Officer | |||||
| /s/ Herbert H. Hooper |
||||||
| Herbert H. Hooper | ||||||
| 2/1/2023 | ||||||