UNITED STATES	 	
 	SECURITIES AND EXCHANGE COMMISSION	 	
 	Washington, D.C. 20549	 	
 	 	 	
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.     )*
 
Trupanion, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
898202106
(CUSIP Number)
December 31, 2014
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)	
o	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 disclosures provided in a prior cover page.
 
The information required on 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).

 

 	CUSIP No.  898202106	13G	 	
 	 	
 	 	1.	Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer GP GP LLC	
 	 	
 	 	2.	Check the Appropriate Box if a Member of a Group	
 	 	 	(a)	o	
 	 	 	(b)	x	
 	 	
 	 	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	 	
	 	 	
	6.	Shared Voting Power 
3,124,239	 	
	 	 	
	7.	Sole Dispositive Power 
0	 	
	 	 	
	8.	Shared Dispositive Power
3,124,239	 	
 	 	
 	 	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 
3,124,239	
 	 	
 	 	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o	
 	 	
 	 	11.	Percent of Class Represented by Amount in Row (9) 
11.2%	
 	 	
 	 	12.	Type of Reporting Person 
OO	

2 

 

 	CUSIP No.  898202106	13G	 	
 	 	
 	 	1.	Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer GP Limited Partnership	
 	 	
 	 	2.	Check the Appropriate Box if a Member of a Group	
 	 	 	(a)	o	
 	 	 	(b)	x	
 	 	
 	 	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	 	
	 	 	
	6.	Shared Voting Power 
3,124,239	 	
	 	 	
	7.	Sole Dispositive Power 
0	 	
	 	 	
	8.	Shared Dispositive Power
3,124,239	 	
 	 	
 	 	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 
3,124,239	
 	 	
 	 	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o	
 	 	
 	 	11.	Percent of Class Represented by Amount in Row (9) 
11.2%	
 	 	
 	 	12.	Type of Reporting Person 
PN	

3 

 

 	CUSIP No.  898202106	13G	 	
 	 	
 	 	1.	Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Fund I LP	
 	 	
 	 	2.	Check the Appropriate Box if a Member of a Group	
 	 	 	(a)	o	
 	 	 	(b)	x	
 	 	
 	 	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	 	
	 	 	
	6.	Shared Voting Power 
2,508,572	 	
	 	 	
	7.	Sole Dispositive Power 
0	 	
	 	 	
	8.	Shared Dispositive Power
2,508,572	 	
 	 	
 	 	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 
2,508,572	
 	 	
 	 	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o	
 	 	
 	 	11.	Percent of Class Represented by Amount in Row (9) 
9.0%	
 	 	
 	 	12.	Type of Reporting Person 
PN	

4 

 

CUSIP No.  898202106	13G	 	 	
 	 	
 	1.	Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Fund I-B LP	 	
 	 	
 	2.	Check the Appropriate Box if a Member of a Group	 	
 	 	(a)	o	 	
 	 	(b)	x	 	
 	 	
 	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	
	 	
	6.	Shared Voting Power 
535,219	
	 	
	7.	Sole Dispositive Power 
0	
	 	
	8.	Shared Dispositive Power
535,219	
 	 	 	
 	 	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 
535,219	 	
 	 	 	
 	 	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o	 	
 	 	 	
 	 	11.	Percent of Class Represented by Amount in Row (9) 
1.9%	 	
 	 	 	
 	 	12.	Type of Reporting Person 
PN	 	

5 

 

CUSIP No.  898202106	13G	 	
 	
 	1.	Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Entrepreneurs’ Fund I LP	
 	
 	2.	Check the Appropriate Box if a Member of a Group	
 	 	(a)	o	
 	 	(b)	x	
 	
 	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	 	
	 	 	
	6.	Shared Voting Power 
80,448	 	
	 	 	
	7.	Sole Dispositive Power 
0	 	
	 	 	
	8.	Shared Dispositive Power
80,448	 	
 	 	
 	 	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 
80,448	
 	 	
 	 	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o	
 	 	
 	 	11.	Percent of Class Represented by Amount in Row (9) 
0.3%	
 	 	
 	 	12.	Type of Reporting Person 
PN	

6 

 

CUSIP No.  898202106	13G	 	

Item 1(a)	Name of Issuer
Trupanion, Inc.	
Item 1(b)	Address of Issuer’s Principal Executive Offices
907 NW Ballard Way, Seattle, Washington 98107	
 	
Item 2(a)	Name of Person Filing
This statement is being filed by the following persons with respect to the shares (the “Shares”) of common stock (“Common Stock”) of the Issuer directly owned by Highland Consumer Fund I Limited Partnership (“Highland Consumer I”), Highland Consumer Fund 1-B Limited Partnership (“Highland Consumer IB”) and Highland Consumer Entrepreneurs’ Fund I, Limited Partnership (“Highland Consumer Entrepreneurs,” and together with Highland Consumer I and Highland Consumer IB, the “Highland Consumer Entities”).
 
(a) Highland Consumer GP Limited Partnership (HC LP), the general partner of the Highland Consumer Entities;  
 
(b) Highland Consumer GP GP LLC (HC LLC), the general partner of HC LP;
 
(c) Highland Consumer I, which directly owns 2,508,572 Shares;
 
(d) Highland Consumer IB, which directly owns 535,219 Shares; and
 
(e) Highland Consumer Entrepreneurs, which directly owns 80,448 Shares.
 
HC LLC, HC LP, Highland Consumer I, Highland Consumer IB and Highland Consumer Entrepreneurs are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”	
Item 2(b)	Address of Principal Business Office
The address of each of the reporting persons is:
c/o Highland Capital Partners LLC
One Broadway, 16 th  Floor
Cambridge, Massachusetts 02142	
Item 2(c)	Citizenship	
 	 	
 	Highland Consumer I	 	Delaware	 	
 	Highland Consumer IB	 	Delaware	 	
 	Highland Consumer Entrepreneurs	 	Delaware	 	
 	HC LP	 	Delaware	 	
 	HC LLC	 	Delaware	 	
Item 2(d)	Title of Class of Securities
Common Stock, $0.00001 par value	
Item 2(e)	CUSIP Number
898202106	
 	
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.	

7 

 

CUSIP No.  898202106	13G	 	

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.	
For HC LLC:	
 	(a)	Amount beneficially owned:   
3,124,239 shares of Common Stock	
 	(b)	Percent of class:   
11.2%	
 	(c)	Number of shares as to which such person has:
 	
 	 	(i)	Sole power to vote or to direct the vote:   
0	
 	 	(ii)	Shared power to vote or to direct the vote:    
3,124,239	
 	 	(iii)	Sole power to dispose or to direct the disposition of:  
0	
 	 	(iv)	Shared power to dispose or to direct the disposition of:   
3,124,239	
 	
For HC LP:	
 	(a)	Amount beneficially owned:   
3,124,239 shares of Common Stock	
 	(b)	Percent of class:   
11.2%	
 	(c)	Number of shares as to which such person has:
 	
 	 	(i)	Sole power to vote or to direct the vote:   
0	
 	 	(ii)	Shared power to vote or to direct the vote:    
3,124,239	
 	 	(iii)	Sole power to dispose or to direct the disposition of:  
0	
 
8 

 

 	 	(iv)	Shared power to dispose or to direct the disposition of:   
3,124,239	
For Highland Consumer I:	
 	(a)	Amount beneficially owned:   
2,508,572 shares of Common Stock	
 	(b)	Percent of class:   
9.0%	
 	(c)	Number of shares as to which such person has:
 	
 	 	(i)	Sole power to vote or to direct the vote:   
0	
 	 	(ii)	Shared power to vote or to direct the vote:    
2,508,572	
 	 	(iii)	Sole power to dispose or to direct the disposition of:  
0	
 	 	(iv)	Shared power to dispose or to direct the disposition of:   
2,508,572	
For Highland Consumer IB:	
 	(a)	Amount beneficially owned:   
535,219 shares of Common Stock	
 	(b)	Percent of class:   
1.9%	
 	(c)	Number of shares as to which such person has:
 	
 	 	(i)	Sole power to vote or to direct the vote:   
0	
 	 	(ii)	Shared power to vote or to direct the vote:    
535,219	
 	 	(iii)	Sole power to dispose or to direct the disposition of:  
0	
 	 	(iv)	Shared power to dispose or to direct the disposition of:   
535,219	
For Highland Consumer Entrepreneurs:	
 	(a)	Amount beneficially owned:   
80,448 shares of Common Stock	
 	(b)	Percent of class:   
0.3%	
 	(c)	Number of shares as to which such person has:
 	
 	 	(i)	Sole power to vote or to direct the vote:   
0	
 
9 

 

 	 	(ii)	Shared power to vote or to direct the vote:    
80,448	
 	 	(iii)	Sole power to dispose or to direct the disposition of:  
0	
 	 	(iv)	Shared power to dispose or to direct the disposition of:   
80,448	

Item 5	Ownership of Five Percent or Less of a Class	
 	Not applicable.	
 	
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	
 	Not applicable.	
 	
Item 8	Identification and Classification of Members of the Group	
 	Not applicable.	
 	
Item 9	Notice of Dissolution of Group	
 	Not applicable.	
 
10 

 

CUSIP No.  898202106	13G	 	

Item 10	Certification	
 	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED: February 13, 2015.

 	Highland Consumer Fund I Limited Partnership	
 	 	 	
 	By:	Highland Consumer GP Limited Partnership, its General Partner	
 	 	 	
 	By:	Highland Consumer GP GP LLC, its General Partner	

 	 	By:	/s/ Thomas Stemberg	
 	 	 	Managing General Partner	

 	 	By:	/s/ Peter Cornetta	
 	 	 	Managing General Partner	

 	Highland Consumer Fund 1-B Limited Partnership	
 	 	 	
 	By:	Highland Consumer GP Limited Partnership, its General Partner	
 	 	 	
 	By:	Highland Consumer GP GP LLC, its General Partner	

 	 	By:	/s/ Thomas Stemberg	
 	 	 	Managing General Partner	

 	 	By:	/s/ Peter Cornetta	
 	 	 	Managing General Partner	

 	Highland Consumer Entrepreneurs’ Fund I, Limited Partnership	
 	 	 	
 	By:	Highland Consumer GP Limited Partnership, its General Partner	
 	 	 	
 	By:	Highland Consumer GP GP LLC, its General Partner	
 	 	 	 	
 	 	By:	/s/ Thomas Stemberg	
 	 	 	Managing General Partner	

 	 	By:	/s/ Peter Cornetta	
 	 	 	Managing General Partner	
 
11 

 

 	Highland Consumer GP Limited Partnership	
 	 	 	
 	By:	Highland Consumer GP GP LLC, its General Partner	

 	 	By:	/s/ Thomas Stemberg	
 	 	 	Managing General Partner	

 	 	By:	/s/ Peter Cornetta	
 	 	 	Managing General Partner	

 	Highland Consumer GP GP LLC	

 	 	By:	/s/ Thomas Stemberg	
 	 	 	Managing General Partner	

 	 	By:	/s/ Peter Cornetta	
 	 	 	Managing General Partner	
 
12 

 

CUSIP No.  898202106	 	 	
 
EXHIBIT I
 
JOINT FILING AGREEMENT
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Trupanion, Inc.
 
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
 
EXECUTED as of this 13 th  day of February, 2015.

 	Highland Consumer Fund I Limited Partnership	
 	 	 	
 	By:	Highland Consumer GP Limited Partnership, its General Partner	
 	 	 	
 	By:	Highland Consumer GP GP LLC, its General Partner	

 	 	By:	/s/ Thomas Stemberg	
 	 	 	Managing General Partner	

 	 	By:	/s/ Peter Cornetta	
 	 	 	Managing General Partner	

 	Highland Consumer Fund 1-B Limited Partnership	
 	 	 	
 	By:	Highland Consumer GP Limited Partnership, its General Partner	
 	 	 	
 	By:	Highland Consumer GP GP LLC, its General Partner	

 	 	By:	/s/ Thomas Stemberg	
 	 	 	Managing General Partner	

 	 	By:	/s/ Peter Cornetta	
 	 	 	Managing General Partner	
 
13 

 

 	Highland Consumer Entrepreneurs’ Fund I, Limited Partnership	
 	 	 	
 	By:	Highland Consumer GP Limited Partnership, its General Partner	
 	 	 	
 	By:	Highland Consumer GP GP LLC, its General Partner	
 	 	 	 	
 	 	By:	/s/ Thomas Stemberg	
 	 	 	Managing General Partner	

 	 	By:	/s/ Peter Cornetta	
 	 	 	Managing General Partner	

 	Highland Consumer GP Limited Partnership	
 	 	 	
 	By:	Highland Consumer GP GP LLC, its General Partner	

 	 	By:	/s/ Thomas Stemberg	
 	 	 	Managing General Partner	

 	 	By:	/s/ Peter Cornetta	
 	 	 	Managing General Partner	

 	Highland Consumer GP GP LLC	

 	 	By:	/s/ Thomas Stemberg	
 	 	 	Managing General Partner	

 	 	By:	/s/ Peter Cornetta	
 	 	 	Managing General Partner	
 
14