SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

William Blair Capital Management VII, LLC

(Last)

(First)

(Middle)

227 WEST MONROE STREET, 35TH FLOOR

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2004

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock	05/18/2004		C		3,952,570⁽²⁾	D	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	05/18/2004		C		1,581,028⁽²⁾	A	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁶⁾
Series D-1 Preferred Stock	05/18/2004		C		2,173,914⁽⁵⁾	D	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁷⁾
Common Stock	05/18/2004		C		869,566⁽⁵⁾	A	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁸⁾
Common Stock	05/18/2004		C		201,021⁽¹¹⁾	A	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁹⁾
Common Stock	05/18/2004		C		16,583⁽¹²⁾	A	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁹⁾
Common Stock	05/18/2004		C		114,869⁽¹³⁾	A	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁹⁾
Common Stock	05/18/2004		C		7,747⁽¹⁴⁾	A	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	05/18/2004		C		639⁽¹⁵⁾	A	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	05/18/2004		C		4,427⁽¹⁶⁾	A	⁽¹⁾	2,795,880	I	See footnotes⁽⁴⁾⁽¹⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (Right to Purchase Common Stock)	$0.63	05/18/2004		X			213,130⁽¹¹⁾	07/11/2002	07/11/2009	Common Stock	213,130⁽¹¹⁾	$0.63	0	I	See footnotes⁽⁴⁾⁽¹⁷⁾
Warrant (Right to Purchaes Common Stock)	$0.63	05/18/2004		X			17,582⁽¹²⁾	07/29/2002	07/11/2009	Common Stock	17,582⁽¹²⁾	$0.63	0	I	See footnotes⁽⁴⁾⁽¹⁷⁾
Warrant (Right to Purchase Common Stock)	$0.63	05/18/2004		X			121,788⁽¹³⁾	06/19/2003	06/19/2010	Common Stock	121,788⁽¹³⁾	$0.63	0	I	See footnotes⁽⁴⁾⁽¹⁷⁾
Warrant (Right to Purchase Common Stock)	$0.63	05/18/2004		X			8,214⁽¹⁴⁾	07/11/2002	07/11/2009	Common Stock	8,214⁽¹⁴⁾	$0.63	0	I	See footnotes⁽⁴⁾⁽¹⁸⁾
Warrant (Right to Purchase Common Stock)	$0.63	05/18/2004		X			678⁽¹⁵⁾	07/29/2002	07/11/2009	Common Stock	678⁽¹⁵⁾	$0.63	0	I	See footnotes⁽⁴⁾⁽¹⁸⁾
Warrant (Right to Purchase Common Stock)	$0.63	05/18/2004		X			4,694⁽¹⁶⁾	06/19/2003	06/19/2010	Common Stock	4,694⁽¹⁶⁾	$0.63	0	I	See footnotes⁽⁴⁾⁽¹⁸⁾

1. Name and Address of Reporting Person^*

William Blair Capital Management VII, LLC

(Last)

(First)

(Middle)

227 WEST MONROE STREET, 35TH FLOOR

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

William Blair Capital Management VII, LP

(Last)

(First)

(Middle)

227 WEST MONROE STREET, 35TH FLOOR

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BLAIR WILLIAM CAPITAL PARTNERS VII QP LP

(Last)

(First)

(Middle)

227 WEST MONROE STREET, 35TH FLOOR

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BLAIR WILLIAM CAPITAL PARTNERS VII LP

(Last)

(First)

(Middle)

227 WEST MONROE STREET, 35TH FLOOR

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Per SEC Instruction, column left blank.

2. The reported shares of Series D Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4 shares of Common Stock per share of Series D Preferred Stock.

3. Represents 3,805,891 shares beneficially owned by William Blair Capital Partners VII QP, L.P. and 146,679 shares beneficially owned by William Blair Capital Partners VII, L.P.

4. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by William Blair Capital Partners VII QP, L.P. and William Blair Capital Partners VII, L.P., a portion of which may be deemed attributable to William Blair Capital Management VII, L.L.C. and William Blair Capital Management VII, L.P., because William Blair Capital Management VII, L.P. is the general partner of William Blair Capital Partners VII QP, L.P. and William Blair Capital Partners VII, L.P and William Blair Capital Management VII, L.L.C. is the general partner of William Blair Capital Management VII, L.P The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.

5. The reported shares of Series D-1 Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4 shares of Common Stock per share of Series D-1 Preferred Stock.

6. Represents 1,522,356 shares beneficially owned by William Blair Capital Partners VII QP, L.P. and 58,672 shares beneficially owned by William Blair Capital Partners VII, L.P.

7. Represents 2,093,240 shares beneficially owned by William Blair Capital Partners VII QP, L.P. and 80,674 shares beneficially owned by William Blair Capital Partners VII, L.P.

8. Represents 837,296 shares beneficially owned by William Blair Capital Partners VII QP, L.P. and 32,270 shares beneficially owned by William Blair Capital Partners VII, L.P.

9. Represents shares beneficially owned by William Blair Capital Partners VII QP. LP.

10. Represents shares beneficially owned by William Blair Capital Partners VII, L.P.

11. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 201,021 shares of Common Stock.

12. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 16,583 shares of Common Stock.

13. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 114,869 shares of Common Stock.

14. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 7,747 shares of Common Stock.

15. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 639 shares of Common Stock.

16. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 4,427 shares of Common Stock.

17. Represents warrants beneficially owned by William Blair Capital Partners VII QP. L.P.

18. Represents warrants beneficially owned by William Blair Capital Partners VII, L.P.

	/s/ Kevin O'Boyle, Attorney-in-fact for William Blair Capital Mangement VII, L.L.C.	05/19/2004
	/s/ Kevin O'Boyle, Attorney-in-fact for William Blair Capital Mangement VII, L.P.	05/19/2004
	/s/ Kevin O'Boyle, Attorney-in-fact for William Blair Capital Partners VII QP, L.P.	05/19/2004
	/s/ Kevin O'Boyle, Attorney-in-fact for William Blair Capital Partners VII, L.P.	05/19/2004
	** 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 4 (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.