SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) AND (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(AMENDMENT NO. 4)(1)
MEDWAVE, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE, AND WARRANTS TO PURCHASE COMMON STOCK
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(Title of Class of Securities)
585081 10 2
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(CUSIP Number)
DECEMBER 31, 1999
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(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)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
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(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 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 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).
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CUSIP NO. 585081 10 2 13G PAGE 2 OF 6 PAGES
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
NUMBER OF 201,797
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 312,603(2)
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING PERSON 201,797
WITH 8. SHARED DISPOSITIVE POWER
312,603(3)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,400
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
(2) Includes 217,203 shares owned by Betty Johnson, wife of David B. Johnson;
7,800, 8,000, and 4,600 shares owned respectively by each of Todd, Molly and
Joel Johnson, minor children of David B. Johnson; and 75,000 shares owned by a
foundation controlled by David B. Johnson.
(3) See footnote 2.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 585081 10 2 13G PAGE 3 OF 6 PAGES
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Betty Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
NUMBER OF 217,203
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 297,197(4)
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING PERSON 217,203
WITH 8. SHARED DISPOSITIVE POWER
297,197(5)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,400
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
(4) Includes 201,797 shares owned by David B. Johnson, husband of David B.
Johnson; 7,800, 8,000, and 4,600 shares owned respectively by each of Todd,
Molly and Joel Johnson, minor children of David B. Johnson; and 75,000 shares
owned by a foundation controlled by David B. Johnson.
(5) See footnote 4.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 585081 10 2 13G PAGE 4 OF 6 PAGES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%
12. TYPE OF REPORTING PERSON*
IN
ITEM 1(a). NAME OF ISSUER:
Medwave, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4382 Round Lake Road West, Ste. 6
Arden Hills, Minnesota 55112-3923
ITEM 2(a). NAME OF PERSON FILING:
See Item 1 on cover page
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Miller, Johnson & Kuehn, Incorporated
5500 Wayzata Boulevard
Suite 800 - Eighth Floor
Minneapolis, Minnesota 55416
ITEM 2(c). CITIZENSHIP:
See Item 4 on cover page
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, no par value, and Warrants to purchase Common
Stock.
ITEM 2(e). CUSIP NUMBER:
See cover page
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON IS A:
(a) |_| Broker or dealer registered under Section 15 of the
Act,
(b) |_| Bank as defined in Section 3(a)(6) of the Act,
(c) |_| Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act,
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 585081 10 2 13G PAGE 5 OF 6 PAGES
(e) |_| Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940,
(f) |_| Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; SEE
13d-1(b)(1)(ii)(F),
(g) |_| Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); SEE Item 7,
(h) |_| A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act,
(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,
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. |X|
ITEM 4. OWNERSHIP.
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount beneficially owned:
See Item 9 on cover page.
(b) Percent of class:
See Item 11 on cover page
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: See
Item 5 on cover page
(ii) Shared power to vote or to direct the vote:
See Item 6 on cover page
(iii) Sole power to dispose or to direct the
disposition of: See Item 7 on cover page
(iv) Shared power to dispose or to direct the
disposition of: See Item 8 on cover page
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
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CUSIP NO. 585081 10 2 13G PAGE 6 OF 6 PAGES
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit A indicating the members of the group.
See Exhibit B indicating the agreement of the group that
this Schedule 13G is filed on their behalf.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my 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.
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.
Dated: February 17, 2000
/s/ David B. Johnson /s/ Betty Johnson
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David B. Johnson Betty Johnson
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative, other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, PROVIDED, HOWEVER, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties for whom copies are to be sent.
ATTENTION: Intentional misstatements or omissions of fact constitute federal
criminal violations (SEE 18 U.S.C. 1001).
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CUSIP NO. 585081 10 2 13G PAGE A-1
EXHIBIT A
The following list identifies each member of the group filing this Schedule 13G:
1. David B. Johnson
2. Betty Johnson
3. David B. Johnson Family Foundation
4. Molly Johnson
5. Todd Johnson
6. Joel Johnson
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CUSIP NO. 585081 10 2 13G PAGE B-1
EXHIBIT B
AGREEMENT
This will confirm the agreement by and among all of the undersigned that
the Schedule 13G filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of Common Stock and Warrants to purchase
Common Stock of Medwave, Inc. is being filed on behalf of each of the
individuals named below. This agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Date: February 17, 2000
/s/ David B. Johnson /s/ Betty Johnson
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David B. Johnson Betty Johnson
