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

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1. Name and Address of Reporting Person* AGUIAR ERIC (Last) (First) (Middle) THOMAS, MCNERNEY & PARTNERS 19TH FLOOR - ONE LANDMARK SQUARE (Street) STAMFORD CT 06901 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/11/2015	3. Issuer Name and Ticker or Trading Symbol Invitae Corp [ NVTA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 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) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	1,893,939(3)	$2.64	I	See Footnote(2)
Series C Preferred Stock	(1)	(1)	Common Stock	877,194(4)	$5.7	I	See Footnote(2)
Series E Preferred Stock	(1)	(1)	Common Stock	544,662(5)	$9.18	I	See Footnote(2)
Series F Preferred Stock	(1)	(1)	Common Stock	416,665(6)	$12	I	See Footnote(2)

1. Name and Address of Reporting Person* AGUIAR ERIC (Last) (First) (Middle) THOMAS, MCNERNEY & PARTNERS 19TH FLOOR - ONE LANDMARK SQUARE (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Thomas, McNerney & Partners II L.P. (Last) (First) (Middle) THOMAS, MCNERNEY & PARTNERS 19TH FLOOR - ONE LANDMARK SQUARE (Street) STAMFORD CT 06901 (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* TMP Associates II LP (Last) (First) (Middle) THOMAS, MCNERNEY & PARTNERS 19TH FLOOR - ONE LANDMARK SQUARE (Street) STAMFORD CT 06901 (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* TMP Nominee II, LLC (Last) (First) (Middle) THOMAS, MCNERNEY & PARTNERS 19TH FLOOR - ONE LANDMARK SQUARE (Street) STAMFORD CT 06901 (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* Thomas, McNerney & Partners II, LLC (Last) (First) (Middle) THOMAS, MCNERNEY & PARTNERS 19TH FLOOR - ONE LANDMARK SQUARE (Street) STAMFORD CT 06901 (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. All shares of Preferred Stock have no expiration date and are convertible at any time at the option of the holder and will convert upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 6 shares of Preferred Stock, for no additional consideration.

2. Thomas, McNerney & Partners II, LLC ("TMP LLC'') is the general partner of each of Thomas, McNerney & Partners II, L.P. ("Thomas McNerney'') and TMP Associates II, L.P. ("TMP Associates''). Eric Aguiar is a manager of TMP LLC and has shared voting and investment control over the shares held by each of Thomas McNerney and TMP Associates, and indirectly shares investment control over the shares held by TMP Nominee II, LLC ("TMP Nominee''). Dr. Aguiar disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

3. Beneficial ownership consists of: 1,867,803 shares of common stock issuable upon conversion of Series A Preferred Stock held by Thomas McNerney, 6,629 shares of common stock issuable upon conversion of Series A Preferred Stock held by TMP Associates, and 19,507 shares of common stock issuable upon conversion of Series A Preferred Stock held by TMP Nominee.

4. Beneficial ownership consists of : 865,087 shares of common stock issuable upon conversion of Series C Preferred Stock held by Thomas McNerney, 3,071 shares of common stock issuable upon conversion of Series C Preferred Stock held by TMP Associates, and 9,036 shares of common stock issuable upon conversion of Series C Preferred Stock held by TMP Nominee.

5. Beneficial ownership consists of : 537,037 shares of common stock issuable upon conversion of Series E Preferred Stock held by Thomas McNerney, 2,015 shares of common stock issuable upon conversion of Series E Preferred Stock held by TMP Associates, and 5,610 shares of common stock issuable upon conversion of Series E Preferred Stock held by TMP Nominee.

6. Beneficial ownership consists of : 413,041 shares of common stock issuable upon conversion of Series F Preferred Stock held by Thomas McNerney, 1,541 shares of common stock issuable upon conversion of Series F Preferred Stock held by TMP Associates, and 2,083 shares of common stock issuable upon conversion of Series E Preferred Stock held by TMP Nominee.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Eric Aguiar	02/11/2015
	THOMAS, MCNERNEY & PARTNERS II, L.P. By: Thomas, McNerney & Partners II, LLC Its: General Partner By: /s/ Eric Aguiar Eric Aguiar, Manager	02/11/2015
	TMP ASSOCIATES II, L.P. By: Thomas, McNerney & Partners II, LLC Its: General Partner By: /s/ Eric Aguiar Eric Aguiar, Manager	02/11/2015
	TMP NOMINEE II, LLC By: /s/ Eric Aguiar, Attorney-In-Fact Eric Aguiar, Attorney-In-Fact	02/11/2015
	THOMAS, MCNERNEY & PARTNERS II, LLC By: /s/ Eric Aguiar Eric Aguiar, Manager	02/11/2015
	** Signature of Reporting Person	Date
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