UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
LUNA INNOVATIONS INCORPORATED
(Name of issuer)
COMMON STOCK
(Title of class of securities)
550351100
(CUSIP number)
DECEMBER 31, 2009
(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)
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 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. 55035110
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| 1. | Name of reporting persons
Carilion Clinic | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
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| 4. | Citizenship or place of organization
Virginia | |||||
| Number of shares beneficially owned by each reporting person with: |
5. | Sole voting power
2,228,198 | ||||
| 6. | Shared voting power
12,1131 | |||||
| 7. | Sole dispositive power
2,228,198 | |||||
| 8. | Shared dispositive power
12,1131 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
2,240,311 | |||||
| 10. |
Check if the aggregate amount in row (9) excludes certain shares (see instructions)
| |||||
| 11. |
Percent of class represented by amount in row (9)
19.7%2 | |||||
| 12. |
Type of reporting person (see instructions)
CO | |||||
| 1 | Represents shares held of record by Edward G. Murphy, M.D., a director of the Issuer, who is President and Chief Executive Officer of the Reporting Person. The Reporting Person shares voting and dispositive power over the shares pursuant to an arrangement between the Dr. Murphy and the Reporting Person. |
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| 2 | This percentage is calculated based upon 11,351,967 shares of the Issuer’s common stock outstanding as of December 29, 2009, as set forth in the Securities Purchase and Exchange Agreement filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2010. |
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| Item 1. | (a) |
Name of Issuer | ||||||||||
| Luna Innovations Incorporated | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices | |||||||||||
| 1 Riverside Circle, Suite 400 Roanoke, Virginia 24016 |
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| Item 2. | (a) |
Name of Person Filing | ||||||||||
| Carilion Clinic | ||||||||||||
| (b) |
Address of Principal Business Office or, if none, Residence | |||||||||||
| Carilion Roanoke Memorial Hospital 1906 Belleview Avenue Roanoke, VA 24014 |
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| (c) |
Citizenship | |||||||||||
| Virginia | ||||||||||||
| (d) |
Title of Class of Securities | |||||||||||
| Common Stock | ||||||||||||
| (e) |
CUSIP Number | |||||||||||
| 550351100 | ||||||||||||
| 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 | |||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| 2,240,311 shares | ||||||||||
| (b) | Percent of Class: | |||||||||
| 19.7% | ||||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote: | |||||||||
| 2,228,198 | ||||||||||
| (ii) | Shared power to vote or to direct the vote: | |||||||||
| 12,113 | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of: | |||||||||
| 2,228,198 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of: | |||||||||
| 12,113 | ||||||||||
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| 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. | ||||||||||
| 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 a 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.
Dated: February 16, 2010
| Carilion Clinic | ||||
| By: | /s/ G. Robert Vaughan, Jr. | |||
| Name: | G. Robert Vaughan, Jr. | |||
| Title: | Assistant Treasurer | |||
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