SEC Form SCHEDULE 13G filed by Kestra Medical Technologies Ltd.
$KMTS
Medical/Dental Instruments
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Kestra Medical Technologies, Ltd. (Name of Issuer) |
Common Shares, par value $1.00 per share (Title of Class of Securities) |
G52441105 (CUSIP Number) |
03/31/2025 (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)
|
SCHEDULE 13G
|
| CUSIP No. | G52441105 |
| 1 | Names of Reporting Persons
Endeavour Medtech Growth II LP | ||||||||
| 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
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,646,899.00 | ||||||||
| 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)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class is calculated based upon 51,348,656 Common Shares outstanding as of April 17, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on April 17, 2025.
SCHEDULE 13G
|
| CUSIP No. | G52441105 |
| 1 | Names of Reporting Persons
Endeavour Medtech Growth II Parallel LP | ||||||||
| 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
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,646,899.00 | ||||||||
| 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)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class is calculated based upon 51,348,656 Common Shares outstanding as of April 17, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on April 17, 2025.
SCHEDULE 13G
|
| CUSIP No. | G52441105 |
| 1 | Names of Reporting Persons
Endeavour Medtech II GP Limited | ||||||||
| 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
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,646,899.00 | ||||||||
| 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)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent of class is calculated based upon 51,348,656 Common Shares outstanding as of April 17, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on April 17, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Kestra Medical Technologies, Ltd. | |
| (b) | Address of issuer's principal executive offices:
3933 Lake Washington BLVD NE, Suite 200, Kirkland, WA 98003 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) Endeavour Medtech Growth II LP
(ii) Endeavour Medtech Growth II Parallel LP
(iii) Endeavour Medtech II GP Limited
| |
| (b) | Address or principal business office or, if none, residence:
The address and principal business address of each of the Reporting Persons is P.O. Box 656, East Wing Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3PP. | |
| (c) | Citizenship:
Endeavour Medtech Growth II LP is a Guernsey limited partnership. Endeavour Medtech Growth II Parallel LP is a Guernsey limited partnership. Endeavour Medtech II GP Limited is a Guernsey company limited by shares. | |
| (d) | Title of class of securities:
Common Shares, par value $1.00 per share | |
| (e) | CUSIP No.:
G52441105 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
972,077 Common Shares are held of record by Endeavour Medtech Growth II LP and 1,628,023 Common Shares are indirectly held by Endeavour Medtech Growth II LP through West Affum Holdings, L.P., which Endeavour Medtech Growth II LP is entitled to receive, calculated for the purposes of this Statement based on the liquidation value of West Affum Holdings, L.P. immediately following the initial public offering of the Issuer, pursuant to an agreement between West Afum Holdings, L.P. and its partners to distribute Common Shares of the Issuer held by West Affum Holdings, L.P. to its partners approximately nine months after the consummation of the Issuer's initial public offering (the "Post-IPO Distribution").
17,497 Common Shares are held of record by Endeavour Medtech Growth II Parallel LP and 29,302 Common Shares are indirectly held by Endeavour Medtech Growth II Parallel LP through West Affum Holdings, L.P., which Endeavour Medtech Growth II Parallel LP is entitled to receive in connection with the Post-IPO Distribution, calculated for the purposes of this Statement based on the liquidation value of West Affum Holdings, L.P. immediately following the initial public offering of the Issuer. The actual number of Common Shares that Endeavour Medtech Growth II LP and Endeavour Medtech Growth II Parallel LP will be entitled to receive pursuant to the Post-IPO Distribution will be determined in reference to the liquidation value of West Affum Holdings, L.P. at the time of the Post-IPO Distribution.
Endeavour Medtech II GP Limited is the general partner of Endeavour Medtech Growth II LP and Endeavour Medtech Growth II Parallel LP.
West Affum Holdings, L.P. holds Common Shares for the benefit of holders of its common units, including Endeavour Medtech Growth II LP and Endeavour Medtech Growth II Parallel LP, until the time such Common Shares are distributed to the holders of its common units pursuant to the Post-IPO Distribution. The Reporting Persons disclaim beneficial ownership of the Common Shares held by West Affum Holdings, L.P. on behalf of third-party holders of common units of West Affum Holdings, L.P. The Reporting Persons have the right to direct the votes of, but do not have dispositive power over, the Common Shares indirectly held by the Reporting Persons through West Affum Holdings, L.P.
| |
| (b) | Percent of class:
See responses to Item 11 on each cover page. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Due to the relationships between them, the Reporting Persons hereunder may be deemed to constitute a "group" with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
|
|
|
|
|
|
|
Comments accompanying signature: Exhibit A
Joint Filing Agreement, dated as of May 15, 2025