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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. 2)*

 

 

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, 2023

(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.   

 NAMES OF REPORTING PERSONS

 

 AMP-CF Holdings, LLC

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5.    

 SOLE VOTING POWER

 

 3,255,332

    6.   

 SHARED VOTING POWER

 

 0

    7.   

 SOLE DISPOSITIVE POWER

 

 3,255,332

    8.   

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,255,332

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.17% (1)

12.  

 TYPE OF REPORTING PERSON

 

 OO

 

(1)

The percent of class was calculated based on 62,965,830 shares of Class A Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

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

 

 1.   

 NAMES OF REPORTING PERSONS

 

 Ampersand CF Limited Partnership

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5.    

 SOLE VOTING POWER

 

 3,255,332

    6.   

 SHARED VOTING POWER

 

 0

    7.   

 SOLE DISPOSITIVE POWER

 

 3,255,332

    8.   

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,255,332

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.17% (1)

12.  

 TYPE OF REPORTING PERSON

 

 PN

 

(1)

The percent of class was calculated based on 62,965,830 shares of Class A Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

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

 

 1.   

 NAMES OF REPORTING PERSONS

 

 AMP-CF Management Company Limited Partnership

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5.    

 SOLE VOTING POWER

 

 3,255,332

    6.   

 SHARED VOTING POWER

 

 0

    7.   

 SOLE DISPOSITIVE POWER

 

 3,255,332

    8.   

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,255,332

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.17% (1)

12.  

 TYPE OF REPORTING PERSON

 

 PN

 

(1)

The percent of class was calculated based on 62,965,830 shares of Class A Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

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

 

 1.   

 NAMES OF REPORTING PERSONS

 

 AMP-CF MC LLC

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5.    

 SOLE VOTING POWER

 

 3,255,332

    6.   

 SHARED VOTING POWER

 

 0

    7.   

 SOLE DISPOSITIVE POWER

 

 3,255,332

    8.   

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,255,332

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.17% (1)

12.  

 TYPE OF REPORTING PERSON

 

 OO

 

(1)

The percent of class was calculated based on 62,965,830 shares of Class A Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

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

 

 1.   

 NAMES OF REPORTING PERSONS

 

 Ampersand 2020 Limited Partnership

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5.    

 SOLE VOTING POWER

 

 3,255,332

    6.   

 SHARED VOTING POWER

 

 0

    7.   

 SOLE DISPOSITIVE POWER

 

 3,255,332

    8.   

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,255,332

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.17% (1)

12.  

 TYPE OF REPORTING PERSON

 

 PN

 

(1)

The percent of class was calculated based on 62,965,830 shares of Class A Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

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

 

 1.   

 NAMES OF REPORTING PERSONS

 

 AMP-20 Management Company Limited Partnership

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5.    

 SOLE VOTING POWER

 

 3,255,332

    6.   

 SHARED VOTING POWER

 

 0

    7.   

 SOLE DISPOSITIVE POWER

 

 3,255,332

    8.   

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,255,332

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.17% (1)

12.  

 TYPE OF REPORTING PERSON

 

 PN

 

(1)

The percent of class was calculated based on 62,965,830 shares of Class A Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

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

 

 1.   

 NAMES OF REPORTING PERSONS

 

 AMP-20 MC LLC

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5.    

 SOLE VOTING POWER

 

 3,255,332

    6.   

 SHARED VOTING POWER

 

 0

    7.   

 SOLE DISPOSITIVE POWER

 

 3,255,332

    8.   

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,255,332

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.17% (1)

12.  

 TYPE OF REPORTING PERSON

 

 OO

 

(1)

The percent of class was calculated based on 62,965,830 shares of Class A Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

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

 

 1.   

 NAMES OF REPORTING PERSONS

 

 Herbert H. Hooper

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5.    

 SOLE VOTING POWER

 

 3,255,332

    6.   

 SHARED VOTING POWER

 

 0

    7.   

 SOLE DISPOSITIVE POWER

 

 3,255,332

    8.   

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,255,332

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.17% (1)

12.  

 TYPE OF REPORTING PERSON

 

 IN

 

(1)

The percent of class was calculated based on 62,965,830 shares of Class A Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

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.

 

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 persons have 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.

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               2/6/2024

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               2/6/2024

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               2/6/2024

Name: Dana L. Niles

Title: Chief Operating Officer

    
AMP-CF MC LLC    
By: /s/ Dana L. Niles               2/6/2024

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               2/6/2024

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               2/6/2024

Name: Dana L. Niles

Title: Chief Operating Officer

    

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

 

AMP-20 MC LLC      2/6/2024
By: /s/ Dana L. Niles               

Name: Dana L. Niles

Title: Chief Operating Officer

     

/s/ Herbert H. Hooper          

Herbert H. Hooper

      2/6/2024
EX-99.1
CUSIP No. 09075A108    SCHEDULE 13G    Page 15 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               2/6/2024

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               2/6/2024

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               2/6/2024

Name: Dana L. Niles

Title: Chief Operating Officer

    
AMP-CF MC LLC    
By: /s/ Dana L. Niles               2/6/2024

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               2/6/2024

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               2/6/2024

Name: Dana L. Niles

Title: Chief Operating Officer

    

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

 

AMP-20 MC LLC     
By: /s/ Dana L. Niles                 2/6/2024

Name: Dana L. Niles

Title: Chief Operating Officer

     

/s/ Herbert H. Hooper          

Herbert H. Hooper

      2/6/2024