Form SCHEDULE 13G/A IRADIMED CORP Filed by: Susi Roger E.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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IRADIMED CORPORATION (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (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
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| CUSIP No. |
| 1 | Names of Reporting Persons
Roger E. Susi | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,450,450.00 | ||||||||
| 10 | Check box 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)
34.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Rows 5 and 7 represent 162,950 shares of common stock (the "RT Shares"), par value $0.0001 per share ("Common Stock"), of Iradimed Corporation (the "Issuer") held by the Roger E. Susi Revocable Trust ("RT"). Roger E. Susi is the settlor and trustee of RT.
Row 6 and 8 represent 2,062,500 shares of Common Stock (the "MT Shares") held by the Matthew Susi 2008 Dynasty Trust ("MT") and 2,225,000 shares of Common Stock (the "PT Shares") held by the Phillip Susi 2008 Dynasty Trust ("PT"). Roger E. Susi is the settlor for each of MT and PT, which are irrevocable, but for which Roger Susi holds rights as the settlor to substitute the assets of MT and PT in certain circumstances. J. Richard Susi, the brother of Roger Susi, is the trustee for each of MT and PT.
Row 9 represents (i) the RT Shares plus (ii) the MT Shares plus (iii) the PT Shares.
Row 11 percentage is calculated based upon 12,783,035 shares of Common Stock outstanding of the Issuer as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 1, 2026 (the "Form10-Q").
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Roger E. Susi Revocable Trust | ||||||||
| 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
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
162,950.00 | ||||||||
| 10 | Check box 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)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Rows 5, 7, and 9 represent the RT Shares. Roger E. Susi is the settlor and trustee of RT.
Row 11 percentage is calculated based upon 12,783,035 shares of Common Stock outstanding of the Issuer as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 1, 2026 (the "Form10-Q").
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Matthew Susi 2008 Dynasty Trust | ||||||||
| 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
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,062,500.00 | ||||||||
| 10 | Check box 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)
16.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Rows 5, 7, and 9 represent the MT Shares. Roger E. Susi is the settlor of MT which is irrevocable, but for which Roger Susi has rights as the settlor to substitute the assets of MT in certain circumstances. J. Richard Susi, the brother of Roger Susi, is the trustee of MT.
Row 11 percentage is calculated based upon 12,783,035 shares of Common Stock outstanding of the Issuer as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 1, 2026 (the "Form10-Q").
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Phillip Susi 2008 Dynasty Trust | ||||||||
| 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
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,225,000.00 | ||||||||
| 10 | Check box 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)
17.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Rows 5, 7, and 9 represent the PT Shares. Roger E. Susi is the settlor of PT which is irrevocable, but for which Roger Susi has rights as the settlor to substitute the assets of PT in certain circumstances. J. Richard Susi, the brother of Roger Susi, is the trustee of PT.
Row 11 percentage is calculated based upon 12,783,035 shares of Common Stock outstanding of the Issuer as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 1, 2026 (the "Form10-Q").
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
J. Richard Susi | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,287,500.00 | ||||||||
| 10 | Check box 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)
33.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Row 6, 8, and 9 represent (i) the MT Shares plus (ii) the PT Shares.
Row 11 percentage is calculated based upon 12,783,035 shares of Common Stock outstanding of the Issuer as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 1, 2026 (the "Form10-Q").
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
IRADIMED CORPORATION | |
| (b) | Address of issuer's principal executive offices:
12705 Ingenuity Drive, Orlando, Florida, 32826 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the folowing is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons". This statement is filed on behalf of:
(i) Roger E. Susi
(ii) Roger E. Susi Revocable Trust ("RT")
(iii) Matthew Susi 2008 Dynasty Trust ("MT")
(iv) Phillip Susi 2008 Dynasty Trust ("PT")
(v) J. Richard Susi | |
| (b) | Address or principal business office or, if none, residence:
Each Reporting Person's address is c/o Iradimed Corporation, 12705 Ingenuity Drive, Orlando, Florida 32826 | |
| (c) | Citizenship:
Each of Messrs. Roger E. Susi and J. Richard Susi is a citizen of the United States of America.
RT is a Florida Trust.
MT is a Florida Trust.
PT is a Florida Trust. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| 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:
The information required by Items 4(a)-(c) with respect to each Reporting Person is set forth in Rows 5-11 of the applicable cover page hereto, and is incorporated herein by reference. | |
| (b) | Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person's cover page, calculated under Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Calculations are based on 12,783,035 shares of Common Stock outstanding as of April 30, 2026, as set forth in the Issuer's Quarterly Report for the quarterly period ended March 31, 2026 filed with the U.S. Securities Exchange Commission on May 1, 2026. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the information set forth in Row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See the information set forth in Row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the information set forth in Row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the information set forth in Row 8 on each cover page. | ||
| 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.
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. | |
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.
Not Applicable | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not Applicable | ||
| Item 9. | Notice of Dissolution of Group. | |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not Applicable | ||
| Item 10. | Certifications: |
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.
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