UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
LUNA INNOVATIONS INCORPORATED
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
550351100
(CUSIP Number)
DECEMBER 31, 2011
(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).
SCHEDULE 13G
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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) ¨
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| 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
3,749,740 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
3,749,740 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,749,7401 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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| 11. |
Percent of Class Represented by Amount in Row (9)
24.5%2 | |||||
| 12. |
Type of Reporting Person (See Instructions)
CO | |||||
| 1 | This total is composed of 2,248,896 shares of common stock, 1,321,514 shares of common stock issuable upon the conversion of immediately convertible shares of preferred stock, 136,118 shares issuable on accrued stock dividends and 43,212 shares of common stock issuable upon the exercise of options held by the reporting person that are exercisable within 60 days of December 31, 2011. |
| 2 | This percentage is calculated based upon 13,812,490 shares of the Issuer’s common stock outstanding as of December 31, 2011, as provided to the reporting person by the Issuer, plus 1,321,514 shares of common stock issuable upon the conversion of immediately convertible shares of preferred stock, 136,118 shares issuable on accrued stock dividends as of such date and 43,212 shares of common stock issuable upon the exercise of options held by the reporting person that are exercisable within 60 days of December 31, 2011. |
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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
| 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
| (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: 3,749,740 |
| (b) | Percent of Class: 24.5% |
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| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 3,749,740 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 3,749,740 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| 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 8, 2012
| CARILION CLINIC | ||
| By: | /s/ G. Robert Vaughan, Jr. | |
| Name: G. Robert Vaughan, Jr. Title: Assistant Treasurer | ||
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