EDAP TMS: Soleus has 3.1M-share swap exposure
EDAP TMS SA filed an initial ownership report showing that several affiliated Soleus investment entities and Guy Levy are Section 16 reporting persons for the company.
Rhea-AI Filing Summary
EDAP TMS SA filed an initial ownership report showing that several affiliated Soleus investment entities and Guy Levy are Section 16 reporting persons for the company. The filing discloses an indirect economic exposure via a Total Return Swap referencing 3,132,663 notional american depositary shares, with a conversion or exercise price of 2.2200 and settlement on April 11, 2030. The swap is held by Soleus Capital Master Fund, L.P., with other Soleus entities and Mr. Levy linked through general partner and investment manager roles, and they collectively disclaim beneficial ownership beyond their respective pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Levy Guy, Soleus Private Equity Fund III, L.P., Soleus Private Equity GP III, LLC, Soleus PE GP III, LLC, Soleus Capital Master Fund, L.P., Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, L.P., Soleus GP, LLC
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Total Return Swap F4, F3 | -- | -- | -- |
| holding | American Depositary Shares Representing Ordinary Shares F1, F2 | -- | -- | -- |
| holding | American Depositary Shares Representing Ordinary Shares F3 | -- | -- | -- |
Holdings After Transaction:
Total Return Swap — 3,132,663 contracts (Indirect, See footnote);
American Depositary Shares Representing Ordinary Shares — 7,309,254 shares (Indirect, See footnote)
Footnotes (4)
- F1. The reportable securities are owned directly by Soleus Private Equity Fund III, L.P. ("Soleus PE"). Soleus Private Equity GP III, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("SCM") is the investment manager for Soleus PE and for Soleus Capital Master Fund, L.P. ("Master Fund"), and Soleus GP, LLC ("Soleus GP") is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and Soleus GP.
- F2. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP disclaims beneficial ownership of the securities held by Soleus PE other than for the purpose of determining their reporting obligations under Section 16(a) of the Securities Exchange Act of 1934, as amended, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such securities for any other purpose, except to the extent of their respective pecuniary interests therein.
- F3. The reportable securities are owned directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their reporting obligations under Section 16(a) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
- F4. Master Fund entered into a total return swap with a counterparty under which Master Fund acquired 3,132,663 "notional" american depositary shares representing ordinary shares of EDAP TMS S.A. ("EDAP"). The swap agreement provides that, upon settlement of the swap on April 11, 2030, Master Fund will pay the purchase price to the counterparty, and the counterparty will pay to Master Fund an amount equal to the then market price of the american depositary shares representing ordinary shares of EDAP subject to such swap agreement. Upon partial or full settlement of the swap, Master Fund will pay to the counterparty accrued interest on the purchase price of the notional shares, at a rate tied to a market index, and the counterparty will pay to the reporting person all dividends and similar distributions on an equivalent number of american depositary shares representing ordinary shares of EDAP.
Key Figures
Notional american depositary shares under Total Return Swap: 3,132,663 shares
Conversion or exercise price: 2.2200
Swap settlement/expiration date: 2030-04-11
+3 more
6 metrics
Notional american depositary shares under Total Return Swap
3,132,663 shares
Notional american depositary shares of EDAP TMS SA referenced by the swap held by Master Fund
Conversion or exercise price
2.2200
Conversion or exercise price associated with the Total Return Swap on EDAP TMS SA
Swap settlement/expiration date
2030-04-11
Settlement date for the Total Return Swap referencing EDAP TMS SA american depositary shares
Underlying security shares for swap
3,132,663.0000
Underlying security shares in derivativeSummary for the Total Return Swap
Holding entries reported
3
Number of holding entries in the Form 3 transaction data
Reporting persons
9
Total number of Section 16 reporting persons named in the filing
Key Terms
Total Return Swap, american depositary shares, pecuniary interests, Section 16(a), +1 more
5 terms
Total Return Swap financial
"Master Fund entered into a total return swap with a counterparty"
A total return swap is a private contract where one party pays the full economic performance of an asset (income plus price changes) to another party, while receiving a set payment such as a fixed rate or short-term interest in return. It matters to investors because it lets someone gain or shed exposure to an asset’s gains or losses without owning it, offering a way to borrow, hedge, or take leveraged positions while relying on the other party to make payments.
pecuniary interests financial
"except to the extent of their respective pecuniary interests therein"
Section 16(a) regulatory
"their reporting obligations under Section 16(a) of the Securities Exchange Act"
beneficial ownership financial
"disclaims beneficial ownership of the securities held by Soleus PE"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What insider positions in FOCL (EDAP TMS SA) are reported in this Form 3?
The Form 3 reports that Soleus Capital Master Fund, L.P., through affiliated Soleus entities and Guy Levy, has indirect exposure to 3,132,663 notional american depositary shares of EDAP TMS SA via a Total Return Swap, plus additional indirect holdings of american depositary shares.
When does the FOCL (EDAP TMS SA) total return swap held by Soleus Master Fund settle?
The swap agreement tied to EDAP TMS SA american depositary shares is scheduled to settle on April 11, 2030. Upon settlement, Master Fund will pay the purchase price and receive an amount equal to the then market price of the referenced american depositary shares.
Which Soleus entities are Section 16 reporting persons for FOCL (EDAP TMS SA)?
Reporting persons include Soleus Private Equity Fund III, L.P., Soleus Private Equity GP III, LLC, Soleus PE GP III, LLC, Soleus Capital Master Fund, L.P., Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, L.P., Soleus GP, LLC, and Guy Levy, each identified as a ten percent owner.
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