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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEVRO CORP [ NVRO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/29/2015 | M | 485 | A | $3.6 | 485 | D | |||
Common Stock | 03/09/2016 | A | 47,771(1) | A | $0.00 | 48,256(2) | D | |||
Common Stock | 03/09/2016 | A | 15,924(3) | A | $0.00 | 64,180(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $3.6 | 12/29/2015 | M | 485 | (5) | 12/17/2022 | Common Stock | 485 | $0.00 | 130,390 | D | ||||
Stock Option (Right to Buy) | $54.5 | 03/09/2016 | A | 202,294 | (6) | 03/08/2026 | Common Stock | 202,294 | $0.00 | 202,294 | D | ||||
Stock Option (Right to Buy) | $54.5 | 03/09/2016 | A | 67,432 | (7) | 03/08/2026 | Common Stock | 67,432 | $0.00 | 67,432 | D |
Explanation of Responses: |
1. Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 25% of the RSUs vest annually on June 1 of each year, beginning June 1, 2017, subject to the Reporting Person's continued service to the issuer. |
2. Includes 47,771 RSUs. |
3. Constitute RSUs for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 25% of the RSUs vest annually upon the filing of the issuer's Form 10-K for each year, beginning in 2017, subject to the Reporting Person's continued service to the issuer and the achievement of certain performance milestones. Shares underlying vested RSUs will be issued on or about June 1 each year. |
4. Includes 63,695 RSUs. |
5. The option, representing the right to purchase 137,875 shares of the issuer's common stock, vests and becomes exercisable in respect to 25% of the original number of shares subject to the option on the first anniversary measured from November 1, 2012 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest and become exercisable in thirty-six (36) successive and equal monthly installments thereafter, such that 100% of the shares underlying to the option will be fully vested and exercisable on November 1, 2016, subject to the Reporting Person's continued service to the issuer. |
6. 1/48th of the shares subject to the option vest on each monthly anniversary measured from June 1, 2016 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the issuer. |
7. 25% of the shares subject to the option vest annually upon the filing of the issuer's Form 10-K for each year, beginning in 2017, subject to the Reporting Person's continued service to the issuer and the achievement of certain performance milestones. |
/s/ Andrew Galligan, as Attorney-in-Fact for Rami Elghandour | 03/11/2016 | |
** 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). | ||
** 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. |