Amended Statement of Beneficial Ownership (sc 13d/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

Symmetry Surgical Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

87159G100

(CUSIP Number)

Jacob D. Smith

Principal, General Counsel & CCO

Luther King Capital Management Corporation

301 Commerce Street, Suite 1600

Fort Worth, Texas 76102

[phone]

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

July 1, 2016

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 2403d-1(e), 2403d-1(f) or 2403d-1(g), check the following box.    ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	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).

Persons who response to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 

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CUSIP No. 87159G100		Page 2 of 9

 

1.		Name of Reporting Persons.   LKCM Private Discipline Master Fund, SPC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)   ¨         (b)   x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):   ¨
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   0%
14.		Type of Reporting Person (See Instructions)   OO

 

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CUSIP No. 87159G100		Page 3 of 9

 

1.		Name of Reporting Persons.   LKCM Micro-Cap Partnership, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)   ¨         (b)   x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   0%
14.		Type of Reporting Person (See Instructions)   PN

 

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CUSIP No. 87159G100		Page 4 of 9

 

1.		Name of Reporting Persons.   LKCM Core Discipline, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)   ¨         (b)   x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   0%
14.		Type of Reporting Person (See Instructions)   PN

 

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CUSIP No. 87159G100		Page 5 of 9

 

1.		Name of Reporting Persons.   Luther King Capital Management Corporation
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)   ¨         (b)   x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   0%
14.		Type of Reporting Person (See Instructions)   IA, CO

 

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CUSIP No. 87159G100		Page 6 of 9

 

1.		Name of Reporting Persons.   J. Luther King, Jr.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)   ¨         (b)   x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):   ¨
6.		Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   0%
14.		Type of Reporting Person (See Instructions)   IN

 

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CUSIP No. 87159G100		Page 7 of 9

 

1.		Name of Reporting Persons.   J. Bryan King
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)   ¨         (b)   x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):   ¨
6.		Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   0%
14.		Type of Reporting Person (See Instructions)   IN

 

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This Amendment No. 5 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons with respect to the Common Stock, par value $0.0001 per share (“Common Stock”), of Symmetry Surgical, Inc., a Delaware corporation (the “Issuer”). Except as set forth below, all previous Items remain unchanged. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Schedule 13D, as amended, filed with the Securities and Exchange Commission. Each of the Reporting Persons hereby expressly disclaims membership in a “group” under the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby supplemented as follows:

Effective July 1, 2016, the Issuer consummated its merger with Symmetry Surgical Holdings, Inc., a Delaware corporation (“Holdings”), and Symmetry Acquisition Corp., Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”), contemplated by the Agreement and Plan of Merger (“Merger Agreement”) by and among the Issuer, Holdings, and Merger Sub (the “Merger”). As contemplated by the Merger Agreement, at the effective time of the Merger on July 1, 2016, each issued and outstanding share of Common Stock (including shares of Common Stock held by the Reporting Persons) was automatically cancelled and converted into the right to receive $13.10 in cash. Accordingly, effective July 1, 2016, the Reporting Persons are no longer the beneficial owners of any shares of Common Stock as a result of the consummation of the Merger in accordance with the terms of the Merger Agreement.

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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.

Date: July 5, 2016

 

LKCM Private Discipline Master Fund, SPC
By:		LKCM Private Discipline Management, L.P., sole holder of its management shares
By:		LKCM Alternative Management, LLC, its general partner
By:		/s/ J. Bryan King
		J. Bryan King, President
LKCM Micro-Cap Partnership, L.P.
By:		LKCM Micro-Cap Management, L.P., its general partner
By:		LKCM Alternative Management, LLC, its general partner
By:		/s/ J. Bryan King
		J. Bryan King, President
LKCM Core Discipline, L.P.
By:		LKCM Core Discipline Management, L.P., its general partner
By:		LKCM Alternative Management, LLC, its general partner
By:		/s/ J. Bryan King
		J. Bryan King, President
Luther King Capital Management Corporation
By:		/s/ J. Bryan King
		J. Bryan King, Principal and Vice President
/s/ J. Bryan King
J. Bryan King
/s/ J. Luther King, Jr.
J. Luther King, Jr.