Vivani Medical, Inc.
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. 81362J100 |
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13D |
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Page 2 of 4 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gregg Williams |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
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3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS (see instructions)
00 |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
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7. |
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SOLE VOTING POWER
20,909,620 (1) |
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8. |
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SHARED VOTING POWER
00,000 |
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9. |
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SOLE DISPOSITIVE POWER
20,909,620 (1) |
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10. |
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SHARED DISPOSITIVE POWER
00,000 |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,909,620 (1) |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
341.22% (2) |
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14. |
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TYPE OF REPORTING PERSON (see instructions)
IN |
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(1) Includes (i) 9,511,062 shares of common
stock and warrants to purchase 7,808,405 shares of common stock owned by GW Trust, (ii) 1,212,856 shares of common stock and warrants
to purchase 1,151,012 shares of common stock owned by Williams International Co. LLC (iii) 181,587 shares of common stock owned
by Sam Williams Family Investments LLC and (iv) 731,309 shares of common stock and warrants to purchase 287,753 shares of common
stock owned by Sam B. Williams 1995 Generation-Skipping Trust. Includes 25,636 shares of common stock issuable to Mr. Williams
upon exercise of options. Greg Williams has voting and dispositive power over all of these shares.
(2) Beneficial ownership is based on 50,726,427 shares of common stock outstanding. |
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CUSIP No. 81362J100 |
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13D |
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Page 3 of 4 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gregg Williams 2006 Trust |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
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3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS (see instructions)
PF |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
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7. |
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SOLE VOTING POWER
17,319,467 (3) |
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8. |
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SHARED VOTING POWER
00,000 |
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9. |
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SOLE DISPOSITIVE POWER
17,319,467 (3) |
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10. |
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SHARED DISPOSITIVE POWER
00,000 |
11. |
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17,319,467
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.14% (4) |
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14. |
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TYPE OF REPORTING PERSON (see instructions)
OO |
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(3) Shares beneficially owned includes (i) 9,511,062 shares of common stock and (ii) warrants to purchase
7,808,405 shares of common stock. Mr. Williams has sole voting and dispositive power for shares held by this Reporting Person.
(4) Beneficial
ownership is based on upon shares of common stock as set forth in footnote 2 above. |
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CUSIP No. 81362J100 |
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13D |
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Page 4 of 4 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sam Williams Family Investments, LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
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3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS (see instructions)
PF |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
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7. |
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SOLE VOTING POWER
181,587 (5) |
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8. |
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SHARED VOTING POWER
00,000 |
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9. |
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SOLE DISPOSITIVE POWER
181,587 (5) |
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10. |
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SHARED DISPOSITIVE POWER
00,000 |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,587 (5) |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.36% (6) |
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14. |
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TYPE OF REPORTING PERSON (see instructions)
CO |
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(5) Shares beneficially owned includes 181,587 shares of common stock. Mr. Williams has sole voting and dispositive
power for shares held by this Reporting Person.
(6) Beneficial
ownership is based on upon shares of common stock as set forth in footnote 2 above. |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Williams International Co. LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
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3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS (see instructions)
PF |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan |
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
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7. |
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SOLE VOTING POWER
2,363,868 (7) |
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8. |
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SHARED VOTING POWER
00,000 |
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9. |
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SOLE DISPOSITIVE POWER
2,363,868 (7) |
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10. |
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SHARED DISPOSITIVE POWER
00,000 |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,363,868 (7) |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.66% (8) |
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14. |
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TYPE OF REPORTING PERSON (see instructions)
CO |
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(7) Shares beneficially owned includes (i) 1,212,856 shares of common stock, (ii) 1,151,022 warrants to purchase
shares of common stock. Mr. Williams has sole voting and dispositive power for shares held by this Reporting Person.
(8) Beneficial
ownership is based on upon shares of common stock as set forth in footnote 2 above. |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sam B. Williams 1995 Generation Skipping Trust |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
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3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS (see instructions)
PF |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
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7. |
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SOLE VOTING POWER
1,019,062 (9) |
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8. |
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SHARED VOTING POWER
00,000 |
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9. |
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SOLE DISPOSITIVE POWER
1,019,062 (9) |
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10. |
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SHARED DISPOSITIVE POWER
00,000 |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,019,062 (9) |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.01% (10) |
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14. |
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TYPE OF REPORTING PERSON (see instructions)
CO |
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(9) Shares beneficially owned includes (i) 1,019,062 shares of common stock, (ii) 1,019,062 warrants to purchase
shares of common stock. Mr. Williams has sole voting and dispositive power for shares held by this Reporting Person.
(10) Beneficial
ownership is based on upon shares of common stock as set forth in footnote 2 above. |
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This Amendment No. 9 amends the Schedule
13D, as previously amended and filed on July 22, 2022, as specifically set forth herein.
Item 1. Security and Issuer.
The class of
equity securities to which this Schedule 13D (this “Schedule 13D”) relates is the shares of common stock (the “Common
Stock”) of Vivani Medical, Inc., a California corporation (the “Issuer”). The principal executive office of the
Issuer as of the filing date of this Schedule is 13170 Telfair Ave., Sylmar, California 91342..
Item 2. Identity and Background.
(a), (f) This
statement is being filed by:
(i) Gregg Williams, an individual;
(ii) Gregg G. Williams 2006
Trust, a trust (“Williams Trust”);
(iii) Sam Williams Family
Investments LLC, a Michigan limited liability company (“Williams LLC”);
(iv) Williams International
Co. LLC, a Michigan limited liability company (“Williams International”); and
(v) Sam B. Williams 1995 Generation-Skipping Trust (“GST” and together with Mr. Williams, the Williams Trust,
Williams LLC, and Williams International, the “Reporting Persons”)
(b) The
address of the principal business and principal office of each of the Reporting Persons is 13170 Telfair Avenue, Sylmar Ca 91342.
(c) Mr. Williams has
been the Chief Executive Officer at Williams International, a leading developer and manufacturer of small gas turbine engines,
since April 2005, and has been a member of the Board of Directors of the Issuer since June 2009.
(d), (e) During
the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) Mr. Williams
is a citizen of the United States.
Item 3. Source or Amount of Funds or Other Consideration.
The Shares were
acquired with the personal funds of the Reporting Persons.
Item 4. Purpose of Transaction.
The Reporting
Persons, directly or indirectly through certain affiliates, acquired the shares of the Issuer for investment purposes.. Nevertheless,
as a result of his appointment in March 2018 as the non-executive Chairman of the Board of Directors and his beneficial share ownership
of approximately 41.22% of the Common Stock, Mr. Williams is deemed to control the Issuer. Mr. Williams has at all times from immediately
prior to and since the initial public offering of the Common Stock in November 2014 been a principal shareholder and director of
the Issuer and is a member of the family which co-founded the Issuer.
The Reporting
Persons will continue to evaluate their ownership, investment and voting position in the Issuer and they currently expect to continue
holding Issuer’s securities for investment. Moreover, they may acquire additional securities of the Issuer, upon terms which
they consider to be favorable, in open market and in privately-negotiated transactions.
Item 5. Interest in Securities of the Issuer.
(a)(i) Gregg Williams is the beneficial
owner of an aggregate of 11,636,814 or 41.22% of the Issuer’s outstanding shares of Common Stock, including currently exercisable
warrants to purchase 9,247,170 shares of common stock.
(ii) Gregg G. Williams 2006 Trust is the
beneficial owner of an aggregate of 9,511,062 or 34.14%%% of the Issuer’s shares, including currently exercisable warrants
to purchase 7,808,405 shares of Common Stock.
(iii) Sam Williams Family Investments
LLC is the beneficial owner of an aggregate 181,587 or 0.36% of the Issuer’s shares.
(iv) Williams International Co. LLC is
the beneficial owner of an aggregate 2,363,868 or 4.66% of the Issuer’s shares, including currently exercisable warrants
to purchase 1,151,012 shares of Common Stock.
(v) GST is the beneficial owner of an
aggregate 1,019,062 or 2.01% of the Issuer’s shares, including currently
exercisable warrants to purchase 863,259 shares of Common Stock.
(b) Mr. Williams has power to vote or
direct the vote and sole power to dispose or direct the disposition of the shares and warrants owned by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
None
Item 7. Material to Be Filed as Exhibits.
None
SIGNATURE
SIGNATURES
After reasonable
inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement
is true, complete and correct.
Date: September 1, 2022 |
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/s/Gregg Williams |
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Gregg Williams |
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GREGG WILLIAMS 2006 TRUST |
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Date: September 1, 2022 |
/s/Gregg Williams |
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By: Gregg Williams |
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Its: Trustee |
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SAM WILLIAMS FAMILY INVESTMENTS LLC |
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Date: September 1, 2022 |
/s/Gregg Williams |
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By: Gregg Williams |
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Its: Manager |
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WILLIAMS INTERNATIONAL CO. LLC |
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Date: September 1, 2022 |
/s/Gregg Williams |
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By: Gregg Williams |
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Its: Manager |
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SAM B WILLIAMS 1995 GENERATION-SKIPPING TRUST |
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Date: September 1, 2022 |
/s/Gregg Williams |
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By: Gregg Williams |
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Its: Trustee |