SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. ___)*

Avedro, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value

(Title of Class of Securities)

05355N109

(CUSIP Number)

Manfred Yu

HealthQuest Capital Management, L.P.

1301 Shoreway Road, Suite 350

Belmont, CA 94002

(650) 486-0801

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

COPY TO:

Jason Ford, Esq.

c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

220 West 42nd Street, 17th Floor, New York, NY  10036

(646) 490-9054

February 14, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*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.

This 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).

Statement on Schedule 13D

This Statement on Schedule 13D (“Schedule 13D”) relates to the beneficial ownership of Common Stock, $0.00001 par value per share (“Common Stock”) of Avedro, Inc., a Delaware corporation (“Issuer”) and is being filed to reflect the acquisition of Common Stock by HealthQuest Partners II, L.P., a Delaware limited partnership (“HealthQuest II”), HealthQuest Venture Management II, L.L.C., a Delaware limited liability company (“HealthQuest Management”), Dr. Garheng Kong (“Kong” and collectively with HealthQuest II and HealthQuest Management, the “Reporting Persons”).

ITEM 1.          SECURITY AND ISSUER.

(a)          The class of equity securities to which this statement relates is the Common Stock of the Issuer.

(b)          The Issuer’s principal executive offices are located at 201 Jones Road, Waltham, Massachusetts, 02451.

ITEM 2.          IDENTITY AND BACKGROUND.

(a)          The persons and entities filing this Schedule 13D are Kong, HealthQuest II and HealthQuest Management. HealthQuest Management, the general partner of HealthQuest II, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by HealthQuest II.

(b)          The address of the principal place of business for each of the Reporting Persons is c/o HealthQuest, 1301 Shoreway Road, Suite 350, Belmont, California 94002.

(c)          The principal occupation of each of the Reporting Persons is the venture capital investment business. The principal business of HealthQuest II is to make investments in private and public companies, and the principal business of HealthQuest Management is to serve as the general partner of HealthQuest II. Kong is the managing member of HealthQuest Management. Kong is a member of the board of directors of the Issuer.

(d)          During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)          During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)          HealthQuest II is a Delaware limited partnership. HealthQuest Management is a Delaware limited liability company. Kong is a U.S. citizen.

ITEM 3.          SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On June 30, 2017, HealthQuest II purchased an aggregate 42,268 shares of Common Stock, plus warrants to acquire an aggregate 1,379 shares of Common Stock at an exercise price of $0.0445 per share, from an existing shareholder at a purchase price of $6.23 per share, or $263,335.03 in the aggregate. On October 31, 2017, HealthQuest II exercised the warrant and acquired 1,379 shares of Common Stock at a purchase price of $0.0445 per share, or $61.37 in the aggregate.

On July 12, 2017, HealthQuest II purchased an aggregate 35,635 shares of Common Stock, plus warrants to acquire an aggregate 1,147 shares of Common Stock at an exercise price of $0.0445 per share, from an existing shareholder at a purchase price of $6.23 per share, or $222,008.32 in the aggregate. On October 31, 2017, HealthQuest II exercised the warrant and acquired 1,147 shares of Common Stock at a purchase price of $0.0445 per share, or $51.06 in the aggregate.

On August 9, 2017, HealthQuest II purchased an aggregate 29,105 shares of Common Stock from an existing shareholder at a purchase price of $6.23 per share, or $181,326.60 in the aggregate.

On June 30, 2017, HealthQuest II purchased 65,192 shares of Series AA convertible preferred stock from an existing shareholder at a purchase price of $8.46 per share, or $551,201.40 in the aggregate.

On September 27, 2017, HealthQuest II purchased 22,471 shares of Series AA convertible preferred stock from an existing shareholder at a purchase price of $8.46 per share, or $190,000.00 in the aggregate.

HealthQuest II purchased 561,673 shares of Series BB convertible preferred stock from the Issuer at a purchase price of $9.0042 per share in a closing that occurred in April 2017, or $5,057,404.04 in the aggregate.

HealthQuest II purchased 535,369 shares of Series CC convertible preferred stock from the Issuer at a purchase price of $11.6742 per share in a closing that occurred in April 2018, or $6,249,998.87 in the aggregate.

In connection with the closing of the Issuer’s initial public offering of Common Stock (the “Offering”), HealthQuest II’s Series AA convertible preferred stock, Series BB convertible preferred stock and Series CC convertible preferred stock automatically converted on a one-for-one basis into 1,184,705 shares of Common Stock.

On February 19, 2019, Kong was granted a non-employee stock option by the Issuer to purchase 8,314 shares of Common Stock at an exercise price of $12.73 per share. One hundred percent (100%) of the shares subject to the option shall vest on the earlier of (x) June 1, 2020 and (y) the first anniversary of the first annual meeting of the Issuer’s stockholders following the Issuer’s Offering, subject to Kong continuing to provide services to the Issuer through such date. Such option will expire on January 8, 2029.

In connection with the Offering, HealthQuest II purchased 142,857 shares of Common Stock at $14.00 per share, or $1,999,998.00 in the aggregate. Such purchase occurred pursuant to and on the terms set forth in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on February 14, 2019 with the Securities and Exchange Commission (the “Prospectus”).

Unless noted above, the source of the funds for all purchases and acquisitions by the Reporting Persons was from working capital.

Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.

ITEM 4.          PURPOSE OF TRANSACTION.

The Reporting Persons hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional Common Stock and/or retain and/or sell all or a portion of the Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5.          INTEREST IN SECURITIES OF THE ISSUER.

(a,b)       Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 17,810,631 shares of Common Stock outstanding immediately after the Offering.

(c)          Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the securities of the Issuer during the past 60 days.

(d)          Under certain circumstances set forth in the limited partnership agreement of HealthQuest II, the general partner and limited partners of HealthQuest II may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.

(e)          Not applicable.

ITEM 6.          CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

HealthQuest II is a party to the Investor Rights Agreement among the Issuer, HealthQuest II and other shareholders. Subject to the terms of such Investor Rights Agreement, HealthQuest II can demand that the Issuer file a registration statement or request that its Common Stock be covered by a registration statement that the Issuer is otherwise filing under certain specified circumstances. Such Investor Rights Agreement dated as of April 26, 2018 is more fully described in the Prospectus and was filed as Exhibit 4.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-229306), and such description is incorporated herein by reference.

In connection with the Offering, HealthQuest II and certain other the holders of shares of Common Stock have entered into Lock-Up Agreements with the Issuer’s underwriters or otherwise agreed, subject to certain exceptions, that they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or hedge any of shares of Common Stock, any options or warrants to purchase shares of Common Stock, or any securities convertible into, or exchangeable for or that represent the right to receive shares of Common Stock, without the prior written consent of the representatives of the Issuer’s underwriters for a period of 180 days from the date of the Prospectus. Such Lock-Up Agreement is more fully described in the Prospectus and was filed as Exhibit A of Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-229306), and such description is incorporated herein by reference.

Kong, in his capacity as a director of the Issuer, along with the other directors of the Issuer, entered into an Indemnification Agreement with the Issuer. The form of such Indemnification Agreement was filed as Exhibit 10.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-229306), and such description is incorporated herein by reference.

ITEM 7.          MATERIAL TO BE FILED AS EXHIBITS.

SIGNATURES

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: February 25, 2019

EXHIBIT INDEX

exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Avedro, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Date: February 25, 2019