SEC Filing - Bioventus Inc

NAMES OF REPORTING PERSONS

AMP-CF Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

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SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Bioventus Inc.

(Name of Issuer)

CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

09075A108

(CUSIP Number)

December 31, 2022

(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)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	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).


CUSIP No. 09075A108		SCHEDULE 13G		Page 2 of 16 Pages

(1)	The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022.


CUSIP No. 09075A108		SCHEDULE 13G		Page 3 of 16 Pages

(1)	The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022.


CUSIP No. 09075A108		SCHEDULE 13G		Page 4 of 16 Pages

(1)	The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022.


CUSIP No. 09075A108		SCHEDULE 13G		Page 5 of 16 Pages

(1)	The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022.


CUSIP No. 09075A108		SCHEDULE 13G		Page 6 of 16 Pages

(1)	The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022.


CUSIP No. 09075A108		SCHEDULE 13G		Page 7 of 16 Pages

(1)	The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022.


CUSIP No. 09075A108		SCHEDULE 13G		Page 8 of 16 Pages

(1)	The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022.


CUSIP No. 09075A108		SCHEDULE 13G		Page 9 of 16 Pages

(1)	The percent of class was calculated based on 61,951,858 shares of Class A Common Stock outstanding as of November 16, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2022.


CUSIP No. 09075A108		SCHEDULE 13G		Page 10 of 16 Pages


Item 1.		Issuer

	(a)	Name of Issuer:

		Bioventus Inc. (the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices:

		4721 Emperor Boulevard, Suite 100 Durham, NC 27703

Item 2.		Filing Person

	(a) – (c)	Name of Persons Filing; Address; Citizenship: AMP-CF Holdings, LLC C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware Ampersand CF Limited Partnership C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware AMP-CF Management Company Limited Partnership C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware AMP-CF MC LLC C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware Ampersand 2020 Limited Partnership C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware AMP-20 MC LLC C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware AMP-20 Management Company Limited Partnership C/O Ampersand Capital Partners 55 William Street, Suite 240 Wellesley, Ma 02481 Place of Organization: Delaware


CUSIP No. 09075A108		SCHEDULE 13G		Page 11 of 16 Pages

Hooper, Herbert H

C/O Ampersand Capital Partners

55 William Street, Suite 240

Wellesley, Ma 02481

Citizenship: United States


	(d)	Title of Class of Securities:

		Class A common stock, par value $0.001 per share (“Class A Common Stock”)
	(e)	CUSIP Number: 09075A108

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.

Item 4.	Ownership.

	(a)	See response to Item 9 on each cover page.

	(b)	See response to Item 11 on each cover page

	(c)	(i) See response to Item 5 on each cover page (ii) See response to Item 6 on each cover page (iii) See response to Item 7 on each cover page (iv) See response to Item 8 on each cover page

These securities are held of record by AMP-CF Holdings, LLC (the “Investor”). Ampersand CF Limited Partnership (“AMP-CF LP”) and Ampersand 2020 Limited Partnership (“AMP-20 LP”) are the sole members and Managers of the Investor. AMP-CF Management Company Limited Partnership (“AMP-CF MCLP”) is the general partner of AMP-CF LP; AMP-CF MC LLC (“AMP-CF MCLLC”) is the general partner of AMP-CF MCLP; and Herbert H. Hooper is the Managing Member of AMP-CF MCLLC. AMP-20 Management Company Limited Partnership (“AMP-20 MCLP”) is the general partner of AMP-20 LP; AMP-20 MC LLC (“AMP-20 MCLLC”) is the general partner of AMP-20 MCLP; and Herbert H. Hooper is the Managing Member of AMP-20 MCLLC. By virtue of such relationships, AMP-CF LP; AMP-CF MCLP; AMP-CF MCLLC; AMP-20 LP; AMP-20 MCLP; AMP-20 MCLLC; and Herbert H. Hooper may be deemed to have voting and investment power with respect to the securities held by the Investor and as a result may be deemed to have beneficial ownership over such securities. Each of AMP-CF LP; AMP-CF MCLP; AMP-CF MCLLC; AMP-20 LP; AMP-20 MCLP; AMP-20 MCLLC; and Herbert H. Hooper disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, except to the extent of its or his pecuniary interest therein, if any.


CUSIP No. 09075A108		SCHEDULE 13G		Page 12 of 16 Pages


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable.

Item 8.		Identification and Classification of Members of the Group. The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1)..

Item 9.		Notice of Dissolution of Group. Not applicable.

Item 10.		Certification. By signing below each of the undersigned certifies that, to the best of its 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.


CUSIP No. 09075A108		SCHEDULE 13G		Page 13 of 16 Pages

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.


AMP-CF Holdings, LLC		Date:

By:	/s/ Dana L. Niles	2/1/2023
Name:	Dana L. Niles
Title:	Chief Operating Officer

Ampersand CF Limited Partnership
By	AMP-CF Management Company Limited Partnership, its general partner
By: AMP-CF MC LLC, its general partner

By:	/s/ Dana L. Niles	2/1/2023
Name:	Dana L. Niles
Title:	Chief Operating Officer

AMP-CF Management Company Limited Partnership
By: AMP-CF MC LLC, its general partner

By:	/s/ Dana L. Niles	2/1/2023
Name:	Dana L. Niles
Title:	Chief Operating Officer

AMP-CF MC LLC

By:	/s/ Dana L. Niles	2/1/2023
Name:	Dana L. Niles
Title:	Chief Operating Officer

Ampersand 2020 Limited Partnership
By: AMP-20 Management Company Limited Partnership
By: AMP-20 MC LLC, its general partner

By:	/s/ Dana L. Niles	2/1/2023
Name:	Dana L. Niles
Title:	Chief Operating Officer

AMP-20 Management Company Limited Partnership
By: AMP-20 MC LLC, its general partner

By:	/s/ Dana L. Niles	2/1/2023
Name:	Dana L. Niles
Title:	Chief Operating Officer


CUSIP No. 09075A108		SCHEDULE 13G		Page 14 of 16 Pages


AMP-20 MC LLC		2/1/2023

By:	/s/ Dana L. Niles
Name:	Dana L. Niles
Title:	Chief Operating Officer

/s/ Herbert H. Hooper
Herbert H. Hooper
		2/1/2023

EX-99.1


CUSIP No. 09075A108		SCHEDULE 13G		Page 1 5 of 16 Pages

EXHIBIT 99.1

JOINT FILING AGREEMENT

Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Common Stock and the information required by this Schedule 13G/A, to which this Agreement is attached as an exhibit, is filed on behalf of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.


AMP-CF Holdings, LLC
		Date:

By:	/s/ Dana L. Niles	2/1/2023
Name: Dana L. Niles
Title: Chief Operating Officer

Ampersand CF Limited Partnership
By AMP-CF Management Company Limited Partnership, its general partner
By: AMP-CF MC LLC, its general partner

By:	/s/ Dana L. Niles	2/1/2023
Name: Dana L. Niles
Title: Chief Operating Officer

AMP-CF Management Company Limited Partnership
By: AMP-CF MC LLC, its general partner

By:	/s/ Dana L. Niles	2/1/2023
Name: Dana L. Niles
Title: Chief Operating Officer

AMP-CF MC LLC

By:	/s/ Dana L. Niles	2/1/2023
Name: Dana L. Niles
Title: Chief Operating Officer

Ampersand 2020 Limited Partnership
By: AMP-20 Management Company Limited Partnership
By: AMP-20 MC LLC, its general partner

By:	/s/ Dana L. Niles	2/1/2023
Name: Dana L. Niles
Title: Chief Operating Officer


CUSIP No. 09075A108		SCHEDULE 13G		Page 16 of 16 Pages


AMP-20 Management Company Limited Partnership
By: AMP-20 MC LLC, its general partner

By:	/s/ Dana L. Niles	2/1/2023
Name: Dana L. Niles
Title: Chief Operating Officer

AMP-20 MC LLC

By:	/s/ Dana L. Niles	2/1/2023
Name: Dana L. Niles
Title: Chief Operating Officer

/s/ Herbert H. Hooper		2/1/2023
Herbert H. Hooper