Cadian Capital Management, LP, its general partner Cadian Capital Management GP, LLC, and managing member Eric Bannasch filed Amendment No. 2 to Schedule 13G on Tactile Systems Technology, Inc. (NASDAQ: TCMD).
Current position: 2,192,823 common shares as of 7 Aug 2025, representing 9.8 % of outstanding stock (22,292,145 shares outstanding).
Prior position: 2,309,616 shares (10.4 %) as of 30 Jun 2025. The filing therefore discloses a net reduction of 116,793 shares and a drop below the 10 % reporting threshold.
All shares are held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP. The adviser exercises shared voting and dispositive power; no sole power is reported.
The securities are held in the ordinary course; the group affirms no intent to influence control of the issuer.
The amendment signals that a major institutional holder remains the company’s largest known shareholder but has modestly trimmed its passive stake.
Positive
None.
Negative
None.
Insights
TL;DR: Cadian trims TCMD stake to 9.8 %; still a top holder but selling pressure implied.
The filing shows Cadian crossing below the 10 % threshold, reducing exposure by roughly 5 % in six weeks. While the firm remains a significant passive owner, the cut could suggest portfolio rebalancing or profit-taking. Because Cadian retains shared voting/dispositive power, its exit path could continue, potentially pressuring liquidity. However, continued near-10 % ownership also conveys residual conviction.
TL;DR: Passive filing, no control agenda; influence over TCMD governance unchanged.
The Schedule 13G confirms passive intent, with certifications disclaiming any plan to influence control. Governance risk is low: Cadian holds no board seats and only shared voting power through fund mandates. Moving below 10 % reduces disclosure obligations (no longer a 13D trigger) but does not materially alter governance dynamics.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
TACTILE SYSTEMS TECHNOLOGY INC
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
87357P100
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
87357P100
1
Names of Reporting Persons
Cadian Capital Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
2,192,823.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,192,823.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,192,823.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
87357P100
1
Names of Reporting Persons
Cadian Capital Management GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
2,192,823.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,192,823.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,192,823.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP No.
87357P100
1
Names of Reporting Persons
ERIC BANNASCH
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
2,192,823.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,192,823.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,192,823.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TACTILE SYSTEMS TECHNOLOGY INC
(b)
Address of issuer's principal executive offices:
3701 Wayzata Boulevard, Suite 300, Minneapolis, Minnesota, 55416
Item 2.
(a)
Name of person filing:
(i) Cadian Capital Management, LP, (ii) Cadian Capital Management GP, LLC, and (iii) Eric Bannasch (collectively, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
For each of the Reporting Persons: 535 Madison Avenue, 36th Floor, New York, New York 10022
(c)
Citizenship:
(i) Cadian Capital Management, LP is a Delaware limited partnership, (ii) Cadian Capital Management GP, LLC is a Delaware limited liability company, and (iii) Eric Bannasch is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
87357P100
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:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of August 7, 2025, each of the Reporting Persons may have been deemed to have beneficially owned 2,192,823 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Tactile Systems Technology, Inc. (the "Issuer"). As of June 30, 2025, each of the Reporting Persons may have been deemed to have beneficially owned 2,309,616 shares of Common Stock of the Issuer. All securities reported in this Schedule 13G were directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP (collectively, the "Advisory Clients"), advisory clients of Cadian Capital Management, LP (the "Adviser"). Pursuant to Investment Management Agreements between the Advisory Clients and the Adviser, the Adviser exercises exclusive voting and investment power over securities directly held by the Advisory Clients. Cadian Capital Management GP, LLC is the general partner of the Adviser. Eric Bannasch is the sole managing member of Cadian Capital Management GP, LLC.
(b)
Percent of class:
As of August 7, 2025, each of the Reporting Persons may have been deemed to have beneficially owned approximately 9.8% of the shares of Common Stock of the Issuer outstanding, based on 22,292,145 shares of Common Stock outstanding as of July 31, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 4, 2025. As of June 30, 2025, each of the Reporting Persons may have been deemed to have beneficially owned approximately 10.4% of the shares of Common Stock of the Issuer outstanding, based on 22,292,145 shares of Common Stock outstanding as of June 30, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 4, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of August 7, 2025, each of the Reporting Persons may have been deemed to have had sole power to vote or to direct the vote of 0 shares of Common Stock. As of June 30, 2025, each of the Reporting Persons may have been deemed to have had sole power to vote or to direct the vote of 0 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
As of August 7, 2025, each of the Reporting Persons may have been deemed to have had shared power to vote or to direct the vote of 2,192,823 shares of Common Stock. As of June 30, 2025, each of the Reporting Persons may have been deemed to have had shared power to vote or to direct the vote of 2,309,616 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of August 7, 2025, each of the Reporting Persons may have been deemed to have had sole power to dispose or direct the disposition of 0 shares of Common Stock. As of June 30, 2025, each of the Reporting Persons may have been deemed to have had sole power to dispose or to direct the disposition of 0 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of August 7, 2025, each of the Reporting Persons may have been deemed to have had shared power to dispose or to direct the disposition of 2,192,823 shares of Common Stock. As of June 30, 2025, each of the Reporting Persons may have been deemed to have had shared power to dispose or to direct the disposition of 2,309,616 shares of Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All securities reported in this Schedule 13G were directly held by the Advisory Clients. As of August 7, 2025, and June 30, 2025, Cadian Opportunities Master Fund LP individually directly held Common Stock representing more than 5% of the Issuer's Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The disclosure regarding the relationships among the Reporting Persons in Item 4 is incorporated by reference herein.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Cadian Capital Management, LP
Signature:
/s/ Eric Bannasch
Name/Title:
Eric Bannasch/Managing Member, Cadian Capital Management GP, LLC, its General Partner
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