<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HEARTPORT, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
004219691
- --------------------------------------------------------------------------------
(CUSIP Number)
*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).
(CONTINUED ON FOLLOWING PAGES)
Page 1 of 17 Pages
Exhibit Index Contained on Page 14
<PAGE>
CUSIP NO. 004219691 13G Page 2 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kleiner Perkins Caufield & Byers VI, L.P., a
California Limited Partnership ("KPCB VI")
94-3157816
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ / (b)/X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California Limited Partnership
NUMBER OF 5 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 1,820,000
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH - 0 -
8 SHARED DISPOSITIVE POWER
1,820,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,820,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 004219691 13G Page 3 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KPCB VI Associates, L.P., a California Limited
Partnership ("KPCB VI Associates") 94-3158010
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ / (b)/X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California Limited Partnership
NUMBER OF 5 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 1,820,000 shares directly held by KPCB
REPORTING VI. KPCB VI Associates is the general
PERSON partner of KPCB VI.
WITH
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
1,820,000 shares directly held by KPCB
VI. KPCB VI Associates is the general
partner of KPCB IV.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,820,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 004219691 13G Page 4 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. INDETIFICATION NO. OF ABOVE PERSON
Brook H. Byers
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 70,975
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,835,498 shares of which 1,820,000 shares are
REPORTING directly held by KPCB VI and 15,498 shares are
PERSON indirectly held through the Brook H. Byers Trust.
WITH KPCB VI Associates is the general partner of KPCB
VI, and Mr. Byers is a general partner of KPCB VI
Associates. Mr. Byers disclaims beneficial
ownership of these shares.
7 SOLE DISPOSITIVE POWER
70,975
8 SHARED DISPOSITIVE POWER
1,835,498 shares of which 1,820,000 shares are
directly held by KPCB VI and 15,498 shares are
indirectly held through the Brook H. Byers Trust.
KPCB VI Associates is the general partner of KPCB
VI, and Mr. Byers is a general partner of KPCB VI
Associates. Mr. Byers disclaims beneficial
ownership of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,906,473
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 004219691 13G Page 5 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinod Khosla
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 82,395
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,888,045 shares of which 1,820,000
REPORTING shares are directly held by KPCB VI,
PERSON 27,045 shares held by the Vinod & Neeru
WITH Khosla Trust and 41,000 shares held by
Neeru Khosla. KPCB VI Associates is
the general partner of KPCB VI, and Mr.
Khosla is a general partner of KPCB VI
Associates. Mr. Khosla disclaims
beneficial ownership of these shares.
7 SOLE DISPOSITIVE POWER
82,395
8 SHARED DISPOSITIVE POWER
1,888,045 shares of which 1,820,000
shares are directly held by KPCB VI,
27,045 shares held by the Vinod & Neeru
Khosla Trust and 41,000 shares held by
Neeru Khosla. KPCB VI Associates is
the general partner of KPCB VI, and Mr.
Khosla is a general partner of KPCB VI
Associates. Mr. Khosla disclaims
beneficial ownership of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,970,440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 004219691 13G Page 6 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E. Floyd Kvamme
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 41,381
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,820,000 shares directly held by KPCB
REPORTING VI. KPCB VI Associates is the general
PERSON partner of KPCB VI, and Mr. Kvamme is a
WITH general partner of KPCB VI Associates.
Mr. Kvamme disclaims beneficial
ownership of these shares.
7 SOLE DISPOSITIVE POWER
41,381
8 SHARED DISPOSITIVE POWER
1,820,000 shares directly held by KPCB
VI. KPCB VI Associates is the general
partner of KPCB VI, and Mr. Kvamme is a
general partner of KPCB VI Associates.
Mr. Kvamme disclaims beneficial
ownership of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,861,381
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 004219691 13G Page 7 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L. John Doerr
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 74,409
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,837,577 shares of which 1,820,000
REPORTING shares are directly held by KPCB VI,
PERSON 2,079 shares held directly by L.J.
WITH Doerr & A. Doerr, Trustees, Vallejo
Trust, and 15,498 shares held directly
by the Child(ren) of L. John Doerr
Trust. KPCB VI Associates is the
general partner of KPCB VI, and
Mr. Doerr is a general partner of KPCB
VI Associates. Mr. Doerr disclaims
beneficial ownership of these shares.
7 SOLE DISPOSITIVE POWER
74,409
8 SHARED DISPOSITIVE POWER
1,837,577 shares of which 1,820,000
shares are directly held by KPCB VI,
2,079 shares held directly by L.J.
Doerr & A. Doerr, Trustees, Vallejo
Trust, and 15,498 shares held directly
by the Child(ren) of L. John Doerr
Trust. KPCB VI Associates is the
general partner of KPCB VI, and
Mr. Doerr is a general partner of KPCB
VI Associates. Mr. Doerr disclaims
beneficial ownership of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,911,986
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 004219691 13G Page 8 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph S. Lacob
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 108,102
SHARES (including options exercisable within
BENEFICIALLY 60 days for 46,664 shares)
OWNED BY EACH
REPORTING 6 SHARED VOTING POWER
PERSON 1,820,000 shares directly held by KPCB
WITH VI. KPCB VI Associates is the general
partner of KPCB VI, and Mr. Lacob is a
general partner of KPCB VI Associates.
Mr. Lacob disclaims beneficial
ownership of these shares.
7 SOLE DISPOSITIVE POWER
108,102
(including options exercisable within
60 days for 46,664 shares)
8 SHARED DISPOSITIVE POWER
1,820,000 shares directly held by KPCB
VI. KPCB VI Associates is the general
partner of KPCB VI, and Mr. Lacob is a
general partner of KPCB VI Associates.
Mr. Lacob disclaims beneficial
ownership of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,928,102
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 004219691 13G Page 9 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernard Lacroute
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 58,961
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,820,000 shares directly held by KPCB
REPORTING VI. KPCB VI Associates is the general
PERSON partner of KPCB VI, and Mr. Lacroute is
WITH a general partner of KPCB VI
Associates. Mr. Lacroute disclaims
beneficial ownership of these shares.
7 SOLE DISPOSITIVE POWER
58,961
8 SHARED DISPOSITIVE POWER
1,820,000 shares directly held by KPCB
VI. KPCB VI Associates is the general
partner of KPCB VI, and Mr. Lacroute is
a general partner of KPCB VI
Associates. Mr. Lacroute disclaims
beneficial ownership of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,878,961
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 004219691 13G Page 10 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James P. Lally
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 81,105
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,820,000 shares directly held by KPCB
REPORTING VI. KPCB VI Associates is the general
PERSON partner of KPCB VI, and Mr. Lally is a
WITH general partner of KPCB VI Associates.
Mr. Lally disclaims beneficial
ownership of these shares.
7 SOLE DISPOSITIVE POWER
81,105
8 SHARED DISPOSITIVE POWER
1,820,000 shares directly held by KPCB
VI. KPCB VI Associates is the general
partner of KPCB VI, and Mr. Lally is a
general partner of KPCB VI Associates.
Mr. Lally disclaims beneficial
ownership of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,901,105
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 17
ITEM 1(A). NAME OF ISSUER.
Heartport, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
200 Chesapeake Drive
Redwood City, California 94063
ITEM 2(A)-(C). NAME, ADDRESS AND CITIZENSHIP OF PERSONS FILING.
This statement is being filed by KPCB VI Associates, L.P., a
California Limited Partnership ("KPCB VI Associates"), whose principal business
address is 2750 Sand Hill Road, Menlo Park, California 94025. The names,
business addresses and citizenships of all the general partners of KPCB VI
Associates, are set forth on Exhibit B hereto.
KPCB VI Associates is general partner to Kleiner Perkins Caufield &
Byers VI, L.P., a California limited partnership ("KPCB VI"). With respect to
KPCB VI Associates, this statement relates only to KPCB VI Associates' indirect,
beneficial ownership of shares of Common Stock of Heartport, Inc. held directly
by KPCB VI (the "Shares") and, with respect to the individual general partners
of KPCB VI Associates, to the shares over which they exercise sole voting and
dispositive control or which are held by trusts. Management of the business
affairs of KPCB VI Associates, including decisions respecting disposition and/or
voting of the Shares, is by majority decision of the general partners of KPCB VI
Associates listed on Exhibit B hereto, each general partner of whom disclaims
beneficial ownership of the Shares.
ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER.
Common Stock
CUSIP # 004219691
ITEM 3. NOT APPLICABLE.
ITEM 4. OWNERSHIP.
See Rows 5-11 of cover pages.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
<PAGE>
Page 12 of 17
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited partnership
agreements of KPCB VI and KPCB VI Associates, the general and
limited partners of such entities may have the right to receive
dividends from, or the proceeds of the sale of the Shares of
Heartport, Inc. owned by each such entity. No such partner's rights
relate to more than five percent of the class.
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.
ITEM 10. CERTIFICATION.
Not applicable.
<PAGE>
Page 13 of 17
SIGNATURES
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 10, 1998
KPCB VI ASSOCIATES, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ Brook H. Byers
--------------------------------------
A General Partner
BROOK H. BYERS
VINOD KHOSLA
E. FLOYD KVAMME
L. JOHN DOERR
JOSEPH S. LACOB
BERNARD LACROUTE
JAMES P. LALLY
By: /s/ Michael S. Curry
--------------------------------------
Michael S. Curry
Attorney-in-Fact
KLEINER PERKINS CAUFIELD & BYERS
VI, L.P., A CALIFORNIA LIMITED
PARTNERSHIP
By KPCB VI Associates, L.P., a California
limited partnership, its General Partner
By: /s/ Brook H. Byers
--------------------------------------
A General Partner
<PAGE>
Page 14 of 17
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
- -------- -------------
Exhibit A: Agreement of Joint Filing 15
Exhibit B: List of General Partners of KPCB VI Associates 16
<PAGE>
Page 15 of 17
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant
to Rule 13d-1 of the Act the statement dated February 10, 1998, containing the
information required by Schedule 13G, for the 1,820,000 Shares of Common Stock
of Heartport, Inc. held by Kleiner Perkins Caufield & Byers VI, L.P., a
California limited partnership, and such other holdings as are reported thereon.
Date: February 10, 1998
KPCB VI ASSOCIATES, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ Brook H. Byers
--------------------------------------
A General Partner
BROOK H. BYERS
VINOD KHOSLA
E. FLOYD KVAMME
L. JOHN DOERR
JOSEPH LACOB
BERNARD LACROUTE
JAMES P. LALLY
By: /s/ Michael S. Curry
--------------------------------------
Michael S. Curry
Attorney-in-Fact
KLEINER PERKINS CAUFIELD & BYERS
VI, L.P., A CALIFORNIA LIMITED
PARTNERSHIP
By KPCB VI Associates, L.P., a California
limited partnership, its General Partner
By: /s/ Brook H. Byers
--------------------------------------
A General Partner
<PAGE>
Page 16 of 17
EXHIBIT B
GENERAL PARTNERS OF
KPCB VI ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
Set forth below, with respect to each general partner of KPCB VI
Associates, is the following: (a) name; (b) business address and
(c) citizenship.
1. (a) Brook H. Byers
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
2. (a) Vinod Khosla
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
3. (a) E. Floyd Kvamme
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
4. (a) L. John Doerr
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
5. (a) Joseph Lacob
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
<PAGE>
Page 17 of 17
6. (a) Bernard Lacroute
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
7. (a) James P. Lally
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
