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

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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^*

DEMANE MICHAEL F

(Last)

(First)

(Middle)

C/O NEVRO CORP.

1800 BRIDGE PARKWAY

(Street)

REDWOOD CITY

94065

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEVRO CORP [ NVRO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016

4. 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 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)
Common Stock	03/01/2016		S⁽¹⁾		16,314	D	$55.0962⁽²⁾	562,940⁽³⁾	D
Common Stock	03/01/2016		S⁽¹⁾		8,688	D	$56.8019⁽⁴⁾	554,252	D
Common Stock	03/01/2016		S⁽¹⁾		1,465	D	$57.7985⁽⁵⁾	552,787	D
Common Stock	03/01/2016		S⁽¹⁾		200	D	$59.0625⁽⁶⁾	552,587	D
Common Stock	03/01/2016		S⁽¹⁾		6,058	D	$55.0084⁽⁷⁾	99,828⁽³⁾	I	See foonote⁽⁸⁾
Common Stock	03/01/2016		S⁽¹⁾		150	D	$56.2233⁽⁹⁾	99,678	I	See foonote⁽⁸⁾
Common Stock	03/01/2016		S⁽¹⁾		408	D	$57.7462⁽¹⁰⁾	99,270	I	See foonote⁽⁸⁾
Common Stock	03/01/2016		S⁽¹⁾		50	D	$58.99	99,220	I	See foonote⁽⁸⁾
Common Stock	03/01/2016		S⁽¹⁾		6,059	D	$55.0084⁽¹¹⁾	31,528	I	See foonote⁽¹²⁾
Common Stock	03/01/2016		S⁽¹⁾		150	D	$56.2233⁽¹³⁾	31,378	I	See foonote⁽¹²⁾
Common Stock	03/01/2016		S⁽¹⁾		407	D	$57.7463⁽¹⁴⁾	30,971	I	See foonote⁽¹²⁾
Common Stock	03/01/2016		S⁽¹⁾		50	D	$58.99	30,921	I	See foonote⁽¹²⁾

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)

Explanation of Responses:

1. The sales were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.

2. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.69, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

3. Includes 5,313 shares previously held by The Michael F. DeMane 2012 Retained Annuity Trust u/a/d July 26, 2012 which were distributed to the Reporting Person on November 19, 2015 and are now owned directly.

4. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $56.13 to $57.02, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $57.72 to $58.0154, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $59.05 to $59.075, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.15, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

8. Shares held by Michael F. DeMane 2012 Irrevocable Trust U/A/D July 26, 2012 (the "Irrevocable Trust"). 105,886 shares previously held by The Michael F. DeMane 2012 Retained Annuity Trust u/a/d July 26, 2012 were transferred to the Irrevocable Trust on February 23, 2016.

9. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $56.14 to $56.29, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

10. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $57.5852 to $57.85, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

11. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.15, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

12. Shares held by The Michael F. DeMane 2013 Retained Annuity Trust.

13. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $56.14 to $56.29, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

14. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $57.5852 to $57.85, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Remarks:

	/s/ Andrew Galligan, as Attorney-in-Fact for Michael DeMane	03/03/2016
	** 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).
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