0001144204-15-009891.txt : 20150218 0001144204-15-009891.hdr.sgml : 20150216 20150217144205 ACCESSION NUMBER: 0001144204-15-009891 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: MARK A. WAN GROUP MEMBERS: THREE ARCH ASSOCIATES IV, L.P. GROUP MEMBERS: THREE ARCH MANAGEMENT IV, L.L.C. GROUP MEMBERS: WILFRED E. JAEGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEVRO CORP CENTRAL INDEX KEY: 0001444380 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88537 FILM NUMBER: 15621184 BUSINESS ADDRESS: STREET 1: 4040 CAMPBELL AVENUE STREET 2: SUITE 210 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-251-0005 MAIL ADDRESS: STREET 1: 4040 CAMPBELL AVENUE STREET 2: SUITE 210 CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THREE ARCH PARTNERS IV LP CENTRAL INDEX KEY: 0001269801 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3200 ALPINE ROAD CITY: PORTOLA VALLEY STATE: CA ZIP: 94028 BUSINESS PHONE: 6176191737 SC 13G 1 v401647_sc13g.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. _____)*

 

 

 

Nevro Corp.

(Name of Issuer) 

 

Common Stock, $0.001 par value

(Title of Class of Securities) 

 

64157F103

(CUSIP Number) 

 

December 31, 2014

(Date of Event Which Requires Filing of this Statement) 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 12

 

Exhibit Index on Page 10

 
CUSIP No: 64157F103Page 2 of 12

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Three Arch Partners IV, L.P. (“TAP IV”)

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
2,162,814 shares, except that Three Arch Management IV, L.L.C. (“TAM IV”), the general partner of TAP IV, may be deemed to have sole power to vote these shares; and Mark A. Wan (“Wan”) and Wilfred E. Jaeger (“Jaeger”), the managing members of TAM IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5
  7 SOLE DISPOSITIVE POWER
2,162,814 shares, except that TAM IV, general partner of TAP IV, may be deemed to have sole power to dispose of these shares; and Wan and Jaeger, the managing members of TAM IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,162,814

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.7%      

12

TYPE OF REPORTING PERSON*

PN         

       

 
CUSIP No: 64157F103Page 3 of 12

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Three Arch Associates IV, L.P. (“TAA IV”)

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5 SOLE VOTING POWER
47,755 shares, except that TAM IV, general partner of TAA IV, may be deemed to have sole power to vote these shares; and Wan and Jaeger, the managing members of TAM IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5
  7 SOLE DISPOSITIVE POWER
47,755 shares, except that TAM IV, general partner of TAA IV, may be deemed to have sole power to dispose of these shares; and Wan and Jaeger, the managing members of TAM IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

47,755    

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.2%      

12

TYPE OF REPORTING PERSON*

PN         

       
 
CUSIP No: 64157F103Page 4 of 12

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Three Arch Management IV, L.L.C. (“TAM IV”)

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5 SOLE VOTING POWER
2,210,569 shares, of which 2,162,814 are directly owned by TAP IV and 47,755 are directly owned by TAA IV.  TAM IV, the general partner of TAP IV and TAA IV, may be deemed to have sole power to vote these shares, and Wan and Jaeger, the managing members of TAM IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5
  7 SOLE DISPOSITIVE POWER
2,210,569 shares, of which 2,162,814 are directly owned by TAP IV and 47,755 are directly owned by TAA IV.  TAM IV, the general partner of TAP IV and TAA IV, may be deemed to have sole power to dispose of these shares, and Wan and Jaeger, the managing members of TAM IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,210,569

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.9%       

12

TYPE OF REPORTING PERSON*

OO         

       

 
CUSIP No: 64157F103Page 5 of 12

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Mark A. Wan (“Wan”)

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
5 SOLE VOTING POWER
0 shares.
OWNED BY EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
2,210,569 shares, of which 2,162,814 are directly owned by TAP IV and 47,755 are directly owned by TAA IV.  TAM IV, the general partner of each of TAP IV and TAA IV, may be deemed to have the sole power to vote the shares held by TAP IV and TAA IV.   Wan is a managing member of TAM IV, and may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
2,210,569 shares, of which 2,162,814 are directly owned by TAP IV and 47,755 are directly owned by TAA IV.  TAM IV, the general partner of each of TAP IV and TAA IV, may be deemed to have the sole power to dispose of the shares held by TAP IV and TAA IV.  Wan is a managing member of TAM IV, and may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,210,569

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.9%      

12

TYPE OF REPORTING PERSON*

IN          

       

 
CUSIP No: 64157F103Page 6 of 12

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Wilfred E. Jaeger (“Jaeger”)

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
5 SOLE VOTING POWER
0 shares.
OWNED BY EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
2,210,569 shares, of which 2,162,814 are directly owned by TAP IV and 47,755 are directly owned by TAA IV.  TAM IV, the general partner of each of TAP IV and TAA IV, may be deemed to have the sole power to vote the shares held by TAP IV and TAA IV.   Jaeger is a managing member of TAM IV, and may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
2,210,569 shares, of which 2,162,814 are directly owned by TAP IV and 47,755 are directly owned by TAA IV.  TAM IV, the general partner of each of TAP IV and TAA IV, may be deemed to have the sole power to dispose of the shares held by TAP IV and TAA IV.  Jaeger is a managing member of TAM IV, and may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,210,569

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.9%      

12

TYPE OF REPORTING PERSON*

IN          

       

 
CUSIP No: 64157F103Page 7 of 12

 

ITEM 1(A).NAME OF ISSUER

 

Nevro Corp.

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

4040 Campbell Avenue

Menlo Park, CA 94025

 

ITEM 2(A).NAME OF PERSONS FILING

 

Three Arch Partners IV, L.P. (“TAP IV”), Three Arch Associates IV, L.P. (“TAA IV”), Three Arch Management IV, L.L.C. (“TAM IV”), Mark A. Wan (“Wan”) and Wilfred E. Jaeger (“Jaeger”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

Wan and Jaeger are the sole managing members of TAM IV, the sole general partner of TAP IV and TAA IV. TAA IV invests alongside TAP IV in all investments made by TAP IV.

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

Three Arch Partners

3200 Alpine Road

Portola Valley, CA 94028

 

ITEM 2(C).CITIZENSHIP

 

Wan and Jaeger are United States citizens. TAP IV and TAA IV are limited partnerships organized under the laws of the State of Delaware. TAM IV is a limited liability company organized under the laws of the State of Delaware.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Common Stock, $0.001 par value per share

 

ITEM 2(E).CUSIP NUMBER

 

64157F103

 

ITEM 3.Not Applicable

 

 
CUSIP No: 64157F103Page 8 of 12

 

ITEM 4.OWNERSHIP

 

The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 24,844,657 shares of Common Stock outstanding as of November 15, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014.

 

The following information with respect to the ownership of the ordinary shares of the issuer by the Reporting Persons filing this Statement is provided as of December 31, 2014:

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreements of TAP IV and TAA IV and the limited liability company agreements of TAM IV, the general and limited partners of each such entity may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

 

ITEM 10.CERTIFICATION.

Not applicable.

 

 
CUSIP No: 64157F103Page 9 of 12

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2015

 

  THREE ARCH PARTNERS IV, L.P.
      
  By:  Three Arch Management IV, L.L.C.
      
      
  By:  /s/ Steve Agelopoulos
     Steve Agelopoulos, by Power of Attorney
      
  THREE ARCH ASSOCIATES IV, L.P.
      
  By:  Three Arch Management IV, L.L.C.
      
      
  By:  /s/ Steve Agelopoulos
     Steve Agelopoulos, by Power of Attorney
      
  THREE ARCH MANAGEMENT IV, L.L.C.
      
  By:  /s/ Steve Agelopoulos
     Steve Agelopoulos, by Power of Attorney
      
 

MARK A. WAN

      
  By:  /s/ Steve Agelopoulos
     Steve Agelopoulos, by Power of Attorney
      
  WILFRED E. JAEGER
      
  By:  /s/ Steve Agelopoulos
     Steve Agelopoulos, by Power of Attorney

 

 
CUSIP No: 64157F103Page 10 of 12

 

EXHIBIT INDEX

 

  Found on
Sequentially
Exhibit Numbered Page
 
Exhibit A:  Agreement of Joint Filing 11
   
Exhibit B:  Reference to Steve Agelopoulos as Attorney-in-Fact 12

 

 
CUSIP No: 64157F103Page 11 of 12

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Nevro Corp. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 13, 2015

 

  THREE ARCH PARTNERS IV, L.P.
      
  By:  Three Arch Management IV, L.L.C.
      
      
  By:  /s/ Steve Agelopoulos
     Steve Agelopoulos, by Power of Attorney
      
  THREE ARCH ASSOCIATES IV, L.P.
      
  By:  Three Arch Management IV, L.L.C.
      
      
  By:  /s/ Steve Agelopoulos
     Steve Agelopoulos, by Power of Attorney
      
  THREE ARCH MANAGEMENT IV, L.L.C.
      
  By:  /s/ Steve Agelopoulos
     Steve Agelopoulos, by Power of Attorney
      
 

MARK A. WAN

      
  By:  /s/ Steve Agelopoulos
     Steve Agelopoulos, by Power of Attorney
      
  WILFRED E. JAEGER
      
  By:  /s/ Steve Agelopoulos
     Steve Agelopoulos, by Power of Attorney

 

CUSIP No: 64157F103  Page 12 of 12

 

 

exhibit B

 

Power of Attorney

 

Steve Agelopoulos has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.