SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

LACOB JOSEPH

(Last)

(First)

(Middle)

KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2004

3. Issuer Name and Ticker or Trading Symbol
NUVASIVE INC [ NUVA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock⁽¹⁾	2,250,000	I	See footnotes⁽²⁾⁽⁷⁾
Series B Preferred Stock⁽¹⁾	1,090,909	I	See footnotes⁽³⁾⁽⁷⁾
Series C Preferred Stock⁽¹⁾	376,923	I	See footnotes⁽⁴⁾⁽⁷⁾
Series D Preferred Stock⁽¹⁾	988,143	I	See footnotes⁽⁵⁾⁽⁷⁾
Series D-1 Preferred Stock⁽¹⁾	664,177	I	See footnotes⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	02/17/2001⁽⁸⁾	02/17/2010	Common Stock	8,000	$0.25	D
Stock Option (Right to Buy)	02/26/2004⁽⁹⁾	02/26/2014	Common Stock	24,000	$10.75	D
Warrant (Right to Purchase Common Stock)⁽¹²⁾	07/11/2002⁽⁸⁾	07/11/2009	Common Stock	47,820	$0.63	I	See footnotes⁽⁷⁾⁽¹⁰⁾
Warrant (Right to Purchase Common Stock)⁽¹²⁾	07/29/2002	07/11/2009	Common Stock	3,944	$0.63	I	See footnotes⁽⁷⁾⁽¹⁰⁾
Warrant (Right to Purchase Common Stock)⁽¹²⁾	07/19/2003	06/19/2010	Common Stock	52,624	$0.63	I	See footnotes⁽⁷⁾⁽¹⁰⁾
Warrant (Right to Purchase Series B Preferred Stock)⁽¹²⁾	10/13/1999	10/13/2004	Series B Preferred Stock	41,467	$2.75	I	See footnotes⁽⁷⁾⁽¹⁰⁾
Warrant (Right to Purchase Series D Preferred Stock)⁽¹²⁾	02/14/2001	02/14/2006	Series D Preferred Stock	62,006	$2.53	I	See footnotes⁽⁷⁾⁽¹⁰⁾
Warrant (Right to Purchase Series D Preferred Stock)⁽¹²⁾	04/12/2001	04/12/2006	Series D Preferred Stock	11,584	$2.53	I	See footnotes⁽⁷⁾⁽¹⁰⁾
Warrant (Right to Purchase Common Stock)⁽¹²⁾	07/11/2002	07/11/2009	Common Stock	2,772	$0.63	I	See footnotes⁽⁷⁾⁽¹¹⁾
Warrant (Right to Purchase Common Stock)⁽¹²⁾	07/29/2002	07/11/2009	Common Stock	229	$0.63	I	See footnotes⁽⁷⁾⁽¹¹⁾
Warrant (Right to Purchase Common Stock)⁽¹²⁾	06/19/2003	06/19/2010	Common Stock	3,050	$0.63	I	See footnotes⁽⁷⁾⁽¹¹⁾
Warrant (Right to Purchase Series B Preferred Stock)⁽¹²⁾	10/13/1999	10/13/2004	Series B Preferred Stock	2,405	$2.75	I	See footnotes⁽⁷⁾⁽¹¹⁾
Warrant (Right to Purchase Series D Preferred Stock)⁽¹²⁾	02/14/2001	02/14/2006	Series D Preferred Stock	3,595	$2.53	I	See footnotes⁽⁷⁾⁽¹¹⁾
Warrant (Right to Purchase Series D Preferred Stock)⁽¹²⁾	04/12/2001	04/12/2006	Series D Preferred Stock	672	$2.53	I	See footnotes⁽⁷⁾⁽¹¹⁾

Explanation of Responses:

1. Immediately following the closing of the initial public offering of the Issuer's Common Stock, all outstanding shares of Preferred Stock will be automatically converted into shares of the Issuer's Common Stock.

2. Represents 2,020,361 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., 112,500 shares beneficially owned by KPCB Life Sciences Zaibatsu Fund II, L.P. and 117,139 shares beneficially owned by KPCB VIII Founders Fund, L.P.

3. Represents 1,031,127 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., and 59,782 shares beneficially owned by KPCB VIII Founders Fund, L.P.

4. Represents 356,268 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., and 20,655 shares beneficially owned by KPCB VIII Founders Fund, L.P.

5. Represents 933,993 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P. and 54,150 shares beneficially owned by KPCB VIII Founders Fund, L.P.

6. Represents 627,780 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P. and 36,397 shares beneficially owned by KPCB VIII Founders Fund, L.P.

7. Mr. Lacob is a general partner of KPCB VIII Associates, L.P., a California limited partnership ("KPCB VIII Associates"). KPCB VIII Associates is the general partner of Kleiner Perkins Caufield & Byers VIII, L.P., a California limited partnership ("KPCB VIII") and KPCB VIII Founders Fund, L.P., a California limited partnership ("KPCB VIII FF"). Mr. Lacob is also a general partner of KPCB VII Associates, L.P., a California limited partnership ("KPCB VII Associates"). KPCB VII Associates is the general partner of KPCB Life Sciences Zaibatsu Fund II, L.P., a California limited partnership ("KPCB Life"). Mr. Lacob disclaims beneficial ownership of these shares and warrants held directly by KPCB VIII, KPCB VIII FF, and KPCB Life, except to the extent of any indirect pecuniary interest in his distributive share therein.

8. The option is immediately exercisable, but shares purchased under such option are subject to repurchase by the Issuer at the option exercise price, upon the Reporting Person's termination of service to the Issuer prior to vesting in these shares. 25 % of the option shares vest on such date with the remaining option shares vesting in 36 equal monthly installments thereafter.

9. The option is immediately exercisable, but shares purchased under such option are subject to repurchase by the Issuer at the option exercise price, upon the Reporting Person's termination of service to the Issuer prior to vesting in these shares. Option shares vesting in 48 equal monthly installments from such date.

10. Represents warrants beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P.

11. Represents warrants beneficially owned by KPCB VIII Founders Fund, L.P.

12. This warrant will be automatically exercised for shares of common stock upon the closing of the initial public offering of the Issuer's Common Stock pursuant to the cashless exercise provisions contained therein, based on the price to the public in such offering.

	/s/ Joseph S. Lacob	05/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.