UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Trupanion, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value

(Title of Class of Securities)

898202106

(CUSIP Number)

December 31, 2015

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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 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).

 


 

CUSIP No. 898202106

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Highland Consumer GP GP LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

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
0

 

6.

Shared Voting Power
3,096,427

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,096,427

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,096,427

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.9%

 

 

12.

Type of Reporting Person
OO

 

2


 

CUSIP No. 898202106

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Highland Consumer GP Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

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
0

 

6.

Shared Voting Power
3,096,427

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,096,427

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,096,427

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.9%

 

 

12.

Type of Reporting Person
PN

 

3


 

CUSIP No. 898202106

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Highland Consumer Fund I LP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

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
0

 

6.

Shared Voting Power
2,486,240

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,486,240

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,486,240

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.8%

 

 

12.

Type of Reporting Person
PN

 

4


 

CUSIP No. 898202106

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Highland Consumer Fund I-B LP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

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
0

 

6.

Shared Voting Power
530,453

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
530,453

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
530,453

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.9%

 

 

12.

Type of Reporting Person
PN

 

5


 

CUSIP No. 898202106

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Highland Consumer Entrepreneurs’ Fund I LP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

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
0

 

6.

Shared Voting Power
79,734

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
79,734

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
79,734

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.3%

 

 

12.

Type of Reporting Person
PN

 

6


 

CUSIP No. 898202106

13G

 

 

Item 1(a)

 

Name of Issuer
Trupanion, Inc.

Item 1(b)

 

Address of Issuer’s Principal Executive Offices
907 NW Ballard Way, Seattle, Washington 98107

 

 

Item 2(a)

 

Name of Person Filing
This statement is being filed by the following persons with respect to the shares (the “Shares”) of common stock (“Common Stock”) of the Issuer directly owned by Highland Consumer Fund I Limited Partnership (“Highland Consumer I”), Highland Consumer Fund 1-B Limited Partnership (“Highland Consumer IB”) and Highland Consumer Entrepreneurs’ Fund I, Limited Partnership (“Highland Consumer Entrepreneurs,” and together with Highland Consumer I and Highland Consumer IB, the “Highland Consumer Entities”).

 

(a) Highland Consumer GP Limited Partnership (HC LP), the general partner of the Highland Consumer Entities;  

 

(b) Highland Consumer GP GP LLC (HC LLC), the general partner of HC LP;

 

(c) Highland Consumer I, which directly owns 2,486,240 Shares;

 

(d) Highland Consumer IB, which directly owns 530,453 Shares; and

 

(e) Highland Consumer Entrepreneurs, which directly owns 79,734 Shares.

 

HC LLC, HC LP, Highland Consumer I, Highland Consumer IB and Highland Consumer Entrepreneurs are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b)

 

Address of Principal Business Office
The address of each of the reporting persons is:

c/o Highland Consumer Partners Management Company LLC

20 William Street, Suite 115

Wellesley, Massachusetts 02481

Item 2(c)

 

Citizenship

 

 

Highland Consumer I

 

Delaware

 

 

Highland Consumer IB

 

Delaware

 

 

Highland Consumer Entrepreneurs

 

Delaware

 

 

HC LP

 

Delaware

 

 

HC LLC

 

Delaware

Item 2(d)

 

Title of Class of Securities
Common Stock, $0.00001 par value

 

7


 

CUSIP No. 898202106

13G

 

 

Item 2(e)

 

CUSIP Number
898202106

 

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

 

Item 4

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

For HC LLC:

 

(a)

Amount beneficially owned:   

3,096,427 shares of Common Stock

 

(b)

Percent of class:   

10.9%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

3,096,427

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

3,096,427

 

For HC LP:

 

(a)

Amount beneficially owned:   

3,096,427 shares of Common Stock

 

(b)

Percent of class:   

10.9%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

3,096,427

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

8


 

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

3,096,427

 

For Highland Consumer I:

 

(a)

Amount beneficially owned:   

2,486,240 shares of Common Stock

 

(b)

Percent of class:   

8.8%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

2,486,240

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

2,486,240

 

For Highland Consumer IB:

 

(a)

Amount beneficially owned:   

530,453 shares of Common Stock

 

(b)

Percent of class:   

1.9%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

530,453

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

530,453

 

For Highland Consumer Entrepreneurs:

 

(a)

Amount beneficially owned:   

79,734 shares of Common Stock

 

(b)

Percent of class:   

0.3%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

9


 

 

 

(ii)

Shared power to vote or to direct the vote:    

79,734

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

79,734

 

Item 5

Ownership of Five Percent or Less of a Class

Not applicable.

 

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.

 

10


 

CUSIP No. 898202106

13G

 

 

Item 10

Certification

By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

DATED: February 16, 2016.

 

 

 

Highland Consumer Fund I Limited Partnership

 

 

 

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

 

Managing General Partner

 

 

 

 

 

 

 

 

 

 

 

 

Highland Consumer Fund 1-B Limited Partnership

 

 

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

 

Managing General Partner

 

 

 

 

 

 

 

Highland Consumer Entrepreneurs’ Fund I, Limited Partnership

 

 

 

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

 

Managing General Partner

 

11


 

 

 

Highland Consumer GP Limited Partnership

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

 

Managing General Partner

 

 

 

 

 

 

 

Highland Consumer GP GP LLC

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

 

Managing General Partner

 

12


 

CUSIP No. 898202106

 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree 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 shares of Common Stock of Trupanion, Inc.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

EXECUTED as of this 16th day of February, 2016.

 

 

 

Highland Consumer Fund I Limited Partnership

 

 

 

 

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

 

Managing General Partner

 

 

 

 

 

 

 

 

 

 

 

 

Highland Consumer Fund 1-B Limited Partnership

 

 

 

 

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

 

Managing General Partner

 

13


 

 

 

Highland Consumer Entrepreneurs’ Fund I, Limited Partnership

 

 

 

 

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

 

Managing General Partner

 

 

 

 

 

 

 

Highland Consumer GP Limited Partnership

 

 

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

 

Managing General Partner

 

 

 

 

 

 

 

Highland Consumer GP GP LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

 

Managing General Partner

 

14