Unassociated Document
 
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.   )1
 
 
GI Dynamics, Inc.
(Name of Issuer)
 
 
Common Stock, $.01 par value
(Title of Class of Securities)
 
Not Applicable
(CUSIP Number)
 
 
December 31, 2014
(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)

[X] Rule 13d-1(d)

 
1 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 
 

 
 
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1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Johnson & Johnson
EIN:  22-1024240
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [  ]
(b)           [  ]
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER    -0-
6.
SHARED VOTING POWER    5,655,692*
7.
SOLE DISPOSITIVE POWER    -0-
8.
SHARED DISPOSITIVE POWER    5,655,692*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    5,655,692*
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 [  ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    6.0% **
12.
TYPE OF REPORTING PERSON    CO

* Common Stock held as of December 31, 2014.  The Issuer’s Common Stock trades on the Australian Stock Exchange in the form of CHESS Depositary Interests (“CDI”s). CDIs are economically equivalent to and convertible into shares of Common Stock on a 5-for-1 basis.
** Based on 94,795,481 shares of Common Stock outstanding as of October 31, 2014, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2014 filed with the Securities and Exchange Commission on November 10, 2014.
 
 
 
 
 
2
 


1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Johnson & Johnson Innovation – JJDC, Inc.***
EIN:  22-2007137
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [  ]
(b)           [  ]
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER    -0-
6.
SHARED VOTING POWER    5,655,692*
7.
SOLE DISPOSITIVE POWER    -0-
8.
SHARED DISPOSITIVE POWER    5,655,692*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    5,655,692*
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 [  ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    6.0% **
12.
TYPE OF REPORTING PERSON    CO

* Common Stock held as of December 31, 2014.  The Issuer’s Common Stock trades on the Australian Stock Exchange in the form of CHESS Depositary Interests (“CDI”s). CDIs are economically equivalent to and convertible into shares of Common Stock on a 5-for-1 basis.
** Based on 94,795,481 shares of Common Stock outstanding as of October 31, 2014, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2014 filed with the Securities and Exchange Commission on November 10, 2014.
*** Johnson & Johnson Development Corporation changed its name to Johnson & Johnson Innovation – JJDC, Inc. on November 3, 2014.
 
 

 
 
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SCHEDULE 13G


ITEM 1(a)
NAME OF ISSUER:
   
 
GI Dynamics, Inc.
   
ITEM 1(b)
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
25 Hartwell Avenue
Lexington, MA  02421
   
ITEM 2(a)
NAME OF PERSON FILING:
   
 
This statement is being filed by Johnson & Johnson, a New Jersey corporation (“J&J”), and Johnson & Johnson Innovation - JJDC, Inc., a New Jersey corporation (“JJDC”).  JJDC is a wholly-owned
subsidiary of J&J.  The securities reported herein as being held by J&J and JJDC are directly beneficially owned by JJDC.  J&J may be deemed to indirectly beneficially own the securities that are directly
beneficially owned by JJDC.
   
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE:
   
 
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
   
ITEM 2(c)
CITIZENSHIP:
   
 
J&J: New Jersey
 
JJDC: New Jersey
   
ITEM 2(d)
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, $.01 par value per share
   
ITEM 2(e)
CUSIP NUMBER:
   
 
Not applicable.
   
ITEM 3
STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B) OR (C):
   
 
Not applicable.
   
ITEM 4
OWNERSHIP:
 
(a) through (c)
 
The information requested hereunder is set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G.
       
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
   
 
Not applicable.
 
 

 
 
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ITEM 6
OWNERSHIP OF MORE THAN FIVE 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 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:
 
 
Not applicable.
 
 

 
 
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SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  February 5, 2015

 
JOHNSON & JOHNSON
 
 
By:
/s/ Douglas Chia
 
Name:
Douglas Chia
 
Title:
Secretary
     
     
 
JOHNSON & JOHNSON INNOVATION – JJDC, INC.
     
 
By:
/s/ Steven M. Rosenberg
 
Name:
Steven M. Rosenberg
 
Title:
Secretary
 
 

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