UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

HELIUS MEDICAL TECHNOLOGIES, INC.

(Name of Issuer)

Class A Common Stock, no par value

(Title of Class of Securities)

42328V

(CUSIP Number)

June 27, 2017

(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).

 

 

 

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CUSIP No. 42328V

 

1.		Names of Reporting Persons   Philippe Deschamps
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   5,105,933
										6.		Shared Voting Power   2,405,254
										7.		Sole Dispositive Power   5,105,933 (see Item 4(a))
										8.		Shared Dispositive Power   2,405,254
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   7,511,187 (see Item 4(a))
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   7.9% (see Item 4(b))
12.		Type of Reporting Person (See Instructions)   IN

 

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Item 1.

 

(a)		Name of Issuer:
		Helius Medical Technologies, Inc.
(b)		Address of Issuer’s Principal Executive Offices:
		Suite 400, 41 University Drive Newtown, Pennsylvania, 18940

Item 2.

 

	(a)			Name of Person Filing:
				Philippe Deschamps
	(b)			Address of Principal Business Office or, if none, Residence:
				208 Palmer Aly Newtown, PA 18940
	(c)			Citizenship:
				United States
	(d)			Title of Class of Securities:
				Class A Common Stock, no par value
	(e)			CUSIP Number:
				42328V

 

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 association 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)(ii)(J);
(k)		☐		Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

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If filing as a non-U.S. institution in accordance with §240.13d -1(b)(1)(ii)(J), please specify the type of xxxx institution:

 

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.

 

(a)		Amount beneficially owned:
		As of June 27, 2017 Philippe Deschamps (the “Reporting Person”) directly held 2,780,840 shares of Class A Common Stock (“Common Stock”) of Helius Medical Technologies, Inc. (the “Issuer”). The Reporting person also directly held options, exercisable with 60 days of June 27, 2017, for an aggregate of 2,300,000 shares of Common Stock of the Issuer, and a warrant, exercisable within 60 days of June 27, 2017, for 25,093 shares of Common Stock of the Issuer.
		The Reporting Person also beneficially owns 2,405,254 shares of Common Stock of the issuer held by MPJ Healthcare, LLC. Investment and voting decisions for the shares held by MPJ Healthcare, LLC are made by a board of three members (the “Board”), each holding one vote. The three board members are the Reporting Person, Jonathan Sackier and Montel Williams. The Reporting Person may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by MPJ Healthcare LLC.
(b)		Percent of class:
		The information contained on the cover pages to this Schedule 13G is incorporated herein by reference. The percentage amount is based on an aggregate of 95,887,913 shares of common stock outstanding as June 27, 2017 as reported to MPJ by the Issuer.
(c)		Number of shares as to which the person has:
		(i)		Sole power to vote or to direct the vote
				The information contained on the cover page to this Schedule 13G is incorporated herein by reference.
		(ii)		Shared power to vote or to direct the vote
				The information contained on the cover page to this Schedule 13G is incorporated herein by reference.
		(iii)		Sole power to dispose or to direct the disposition of
				The information contained on the cover page to this Schedule 13G is incorporated herein by reference.
		(iv)		Shared power to dispose or to direct the disposition of
				The information contained on the cover page to this Schedule 13G is incorporated herein by reference.

 

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 person has 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

 

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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

Not applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

Item 10.

Certification

Not applicable

 

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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.

Date: July 7, 2017

 

 

 

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