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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
GENERAL SURGICAL INNOVATIONS, INC.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
371013103
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(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement.
[ ]. (A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
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* 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 ("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).
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brentwood Associates V, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
NUMBER OF 1,428,359 shares common stock
SHARES ---------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY N/A
EACH ---------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 1,428,359 shares common stock
WITH ---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
N/A
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,359 shares common stock
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.65% of shares of outstanding common stock
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12. TYPE OF REPORTING PERSON
PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
ITEM 1(a) NAME OF ISSUER:
General Surgical Innovations, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3172-A Porter Drive, Palo Alto, CA 94304
ITEM 2(a) NAME OF PERSON FILING:
Brentwood Associates V, L.P.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
11150 Santa Monica Blvd., Suite 1200, Los Angeles, CA 90025
ITEM 2(c) CITIZENSHIP:
Delaware
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e) CUSIP NUMBER:
371013103
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS a:
N/A
ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned: 1,428,359 shares common stock
(b) Percent of Class: 9.65% of common stock
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,428,359
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
1,428,359
(iv) shared power to dispose or to direct the disposition
of: 0
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Page 4 of 5 Pages
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following / /.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The general partner of Brentwood Associates V, L.P. is Brentwood V
Ventures, L.P., a Delaware limited partnership ("Brentwood V
Ventures"). The general partners of Brentwood V Ventures are David
Chonette, Roger Davisson, G. Bradford Jones, and John Walecka, each
of whom may be deemed to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock owned by Brentwood Associates V,
L.P.
Brentwood Associates V, L.P., Brentwood V Ventures, and the above
named general partners of Brentwood V Ventures each disclaim
beneficial ownership of the common stock owned by any other person
or entity described in this Schedule.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
N/A
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
N/A
ITEM 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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Page 5 of 5 Pages
SIGNATURE: After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.
DATE: February 7, 1997
BRENTWOOD ASSOCIATES V, L.P.
By: Brentwood V Ventures, L.P.
It's General Partner
By: /s/ G. Bradford Jones
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G. Bradford Jones
General Partner
David W. Chonette*
Roger C. Davisson*
John L. Walecka*
General Partners
/s/ G. Bradford Jones
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G. Bradford Jones
/s/ G. Bradford Jones
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G. Bradford Jones
*By G. Bradford Jones, attorney in
fact
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