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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. TWO)*
Perclose, Inc.
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(NAME OF ISSUER)
Common Stock, $0.001 par value per share
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(TITLE OF CLASS OF SECURITIES)
71361C 10 7
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(CUSIP NUMBER)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing of 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).
Page 1 of 5 Pages
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CUSIP NO. 71361C 10 7 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John B. Simpson, M.D., Ph.D.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5 SOLE VOTING POWER
70,745
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6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 1,843,237
OWNED BY EACH --------------------------------------------------
REPORTING PERSON 7 SOLE DISPOSITIVE POWER
WITH
70,745
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8 SHARED DISPOSITIVE POWER
1,843,237
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,913,982
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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
17.9% (based on 10,669,312 shares of Common Stock outstanding as of
December 31, 1997
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP NO. 71361C 10 7 13G PAGE 3 OF 5 PAGES
ITEM 1.
(a) Name of Issuer Perclose, Inc.
(b) Address of Issuer's Principal Executive Offices
199 Jefferson Drive, Menlo Park, CA 94025
ITEM 2.
(a) Name of Person Filing John B. Simpson, M.D., Ph.D.
(b) Address of Principal Business Office or, if none, Residence
309 Manuella Road, Woodside, CA 95063
(c) Citizenship United States
(d) Title of Class of Securities Common Stock, $0.001 par value
per share
(e) CUSIP Number 71361C 10 7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 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
(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 Section
240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
N/A -- The reporting person acquired all its shares prior to the registration
of the Issuer's shares pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended; therefore, this filing is pursuant to Rule 13d-1(c).
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CUSIP NO. 71361C 10 7 13G PAGE 4 OF 5 PAGES
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned 1,913,982
(b) Percent of Class 17.9%
(c) Number of shares as to which such person has:
<TABLE>
<S> <C> <C>
(i) sole power to vote or to direct the vote 70,745
(ii) shared power to vote or to direct the vote 1,843,237
(iii) sole power to dispose or direct the disposition of 70,745
(iv) shared power to dispose or direct the disposition of 1,843,237
</TABLE>
* Consists of (i) 1,298,943 shares held by the Simpson Family Trust over
which Dr. Simpson and his wife hold voting and dispositive control, (ii)
396,294 shares held by Fox Hollow, Ltd., of which Dr. Simpson is a
general partner, (iii) 49,600 shares held by Dr. Simpson as Custodian for
John David Simpson over which Dr. Simpson holds voting and dispositive
control, (iv) 21,145 shares subject to outstanding vested options
within 60 days after December 31, 1997 and (v) an aggregate of
148,000 shares held in trust for the benefit of three of Dr. Simpson's
adult children over which Dr. Simpson, as a trustee, shares voting and
dispositive control.
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.
Not Applicable
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
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
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CUSIP No. 71361C 10 7 13G Page 5 of 5 Pages
ITEM 10.
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.
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.
February 17, 1998
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Date
/s/ Garrett C. McGonigal
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Signature
Garrett C. McGonigal, Attorney-in-Fact
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Name/Title
