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^*

Scopa James Paul

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

601 GATEWAY BLVD., SUITE 350

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TriVascular Technologies, Inc. [ TRIV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2014

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	04/22/2014		C		798,329⁽¹⁾	A	⁽²⁾	798,329	I	See Footnote⁽¹⁾
Common Stock	04/22/2014		C		230,756⁽³⁾	A	⁽²⁾	1,029,085	I	See Footnote⁽⁴⁾
Common Stock	04/22/2014		C		114,942⁽⁵⁾	A	⁽²⁾	1,144,027	I	See Footnote⁽⁶⁾
Common Stock	04/22/2014		C		379,599⁽⁷⁾	A	⁽⁸⁾	1,523,626	I	See Footnote⁽⁹⁾
Common Stock	04/22/2014		C		253,066⁽¹⁰⁾	A	⁽⁸⁾	1,776,692	I	See Footnote⁽¹¹⁾

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)
Series A Convertible Preferred Stock	⁽²⁾	04/22/2014		C			20,757,635	⁽²⁾	⁽²⁾	Common Stock	798,329	⁽²⁾	0	I	See Footnote⁽¹⁾
Series B Convertible Preferred Stock	⁽²⁾	04/22/2014		C			6,000,000	⁽²⁾	⁽²⁾	Common Stock	230,756	⁽²⁾	0	I	See Footnote⁽³⁾
Series C Convertible Preferred Stock	⁽¹²⁾	04/22/2014		C			2,947,605	⁽¹²⁾	⁽¹²⁾	Common Stock	114,942	⁽¹²⁾	0	I	See Footnote⁽⁵⁾
Series D Convertible Preferred Stock	⁽⁸⁾	04/22/2014		C			15,400,411	⁽⁸⁾	⁽⁸⁾	Common Stock	379,599	⁽⁸⁾	0	I	See Footnote⁽⁷⁾
Series E Convertible Preferred Stock	⁽⁸⁾	11/01/2013		A		10,266,940		⁽⁸⁾	⁽⁸⁾	Common Stock	253,066	$0.3896	10,266,940	I	See Footnote⁽¹³⁾
Series E Convertible Preferred Stock	⁽⁸⁾	04/22/2014		C			10,266,940	⁽⁸⁾	⁽⁸⁾	Common Stock	253,066	⁽⁸⁾	0	I	See Footnote⁽¹⁰⁾
Warrant to Purchase Series D Preferred Stock (Right to Buy)	$0.3896	04/22/2014		C⁽¹⁴⁾			1,516,122	02/02/2012	02/02/2019	Series D Preferred Stock	37,369	$0.00	0	I	See Footnote⁽¹⁵⁾
Warrant to Purchase Common Stock (Right to Buy)	$15.8061	04/22/2014		C⁽¹⁴⁾		37,369		02/02/2012	02/02/2019	Common Stock	37,369	$0.00	37,369	I	See Footnote⁽¹⁶⁾

Explanation of Responses:

1. The shares were acquired and are held as follows: 748,227 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 28,826 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG") and 21,276 by MPM Asset Management Investors BV4 LLC ("AM BV4"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP and BV IV KG and BV LLC is the manager of AM BV4. The Reporting Person is a member of BV LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

2. Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into 0.0384595 shares of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.

3. The shares were acquired as follows: 216,275 by BV IV QP, 8,332 by BV IV KG and 6,149 by AM BV4.

4. The shares are held as follows: 964,502 by BV IV QP, 37,158 by BV IV KG and 27,425 by AM BV4. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

5. The shares were acquired as follows: 107,729 by BV IV QP, 4,150 by BV IV KG and 3,063 by AM BV4.

6. The shares are held as follows: 1,072,231 by BV IV QP, 41,308 by BV IV KG and 30,488 by AM BV4. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

7. The shares were acquired as follows: 355,777 by BV IV QP, 13,706 by BV IV KG and 10,116 by AM BV4.

8. Each share of Series D Preferred Stock and Series E Preferred Stock automatically converted into 0.0246486 shares of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.

9. The shares are held as follows: 1,428,008 by BV IV QP, 55,014 by BV IV KG and 40,604 by AM BV4. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

10. The shares were acquired as follows: 237,185 by BV IV QP, 9,137 by BV IV KG and 6,744 by AM BV4.

11. The shares are held as follows: 1,665,193 by BV IV QP, 64,151 by BV IV KG and 47,348 by AM BV4. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

12. Each share of Series C Preferred Stock automatically converted into 0.0389950 shares of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.

13. The shares were acquired as follows: 9,622,597 by BV IV QP, 370,718 by BV IV KG and 273,625 by AM BV4.

14. Upon the closing of the IPO, the warrants to purchase Series D Preferred Stock automatically converted into warrants to purchase an aggregate of 37,369 shares of Common Stock at an exercise price of $15.8061 per share.

15. The warrants were held as follows: 1,420,973 by BV IV QP, 54,743 by BV IV KG and 40,406 by AM BV4.

16. The warrants are held as follows: 35,025 by BV IV QP, 1,349 by BV IV KG and 995 by AM BV4. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ James Paul Scopa	04/23/2014
	** 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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