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, par value $0.001
(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)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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
CUSIP No: 64157F103 | Page 2 of 12 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AMV Partners II, L.P. (AMVP II) | |||||
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
1,685,340 shares, except that (i) Accuitive Medical Ventures II, LLC, (AMV II), the general partner of AMVP II, may be deemed to have sole power to vote these shares, and (ii) Anthony Lando (Lando), a managing member of AMV II, may be deemed to have shared power to vote these shares, Charles Larsen (Larsen), a managing member of AMV II, may be deemed to have shared power to vote these shares, Thomas Weldon (Weldon), a managing member of AMV II, may be deemed to have shared power to vote these shares and Gordon Wyatt (Wyatt), a managing member of AMV II, may be deemed to have shared power to vote these shares. | ||||
6 | SHARED VOTING POWER
See response to row 5 | |||||
7 | SOLE DISPOSITIVE POWER
1,685,340 shares, except that (i) AMV II, the general partner of AMVP II, may be deemed to have sole power to dispose of these shares, and (ii) Lando, a managing member of AMV II, may be deemed to have shared power to dispose of these shares, Larsen, a managing member of AMV II, may be deemed to have shared power to dispose of these shares, Weldon, a managing member of AMV II, may be deemed to have shared power to dispose of these shares and Wyatt, a managing member of AMV II, 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
1,685,340 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% | |||||
12 | TYPE OF REPORTING PERSON*
PN |
CUSIP No: 64157F103 | Page 3 of 12 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accuitive Medical Ventures II, LLC | |||||
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
1,685,340 shares, except that Lando, a managing member of AMV II, may be deemed to have shared power to vote these shares, Larsen, a managing member of AMV II, may be deemed to have shared power to vote these shares, Weldon, a managing member of AMV II, may be deemed to have shared power to vote these shares and Wyatt, a managing member of AMV II, may be deemed to have shared power to vote these shares. | ||||
6 | SHARED VOTING POWER
See response to row 5 | |||||
7 | SOLE DISPOSITIVE POWER
1,685,340 shares, except that Lando, a managing member of AMV II, may be deemed to have shared power to dispose of these shares, Larsen, a managing member of AMV II, may be deemed to have shared power to dispose of these shares, Weldon, a managing member of AMV II, may be deemed to have shared power to dispose of these shares and Wyatt, a managing member of AMV II, 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
1,685,340 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% | |||||
12 | TYPE OF REPORTING PERSON*
OO |
CUSIP No: 64157F103 | Page 4 of 12 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Lando | |||||
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 OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,685,310 shares, which are directly owned by AMVP II, except that (i) AMV II, the general partner of AMVP II, may be deemed to have sole power to vote these shares, and (ii) Larsen, a managing member of AMV II, may be deemed to have shared power to vote these shares, Weldon, a managing member of AMV II, may be deemed to have shared power to vote these shares and Wyatt, a managing member of AMV II, may be deemed to have shared power to vote these shares. | ||||
6 | SHARED VOTING POWER
See response to row 5 | |||||
7 | SOLE DISPOSITIVE POWER
1,685,310 shares, which are directly owned by AMVP II, except that (i) AMV II, the general partner of AMVP II, may be deemed to have sole power to dispose of these shares, and (ii) Larsen, a managing member of AMV II, may be deemed to have shared power to dispose of these shares, Weldon, a managing member of AMV II, may be deemed to have shared power to dispose of these shares and Wyatt, a managing member of AMV II, 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
1,685,310 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% | |||||
12 | TYPE OF REPORTING PERSON*
IN |
CUSIP No: 64157F103 | Page 5 of 12 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Larsen | |||||
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 OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,685,310 shares, which are directly owned by AMVP II, except that (i) AMV II, the general partner of AMVP II, may be deemed to have sole power to vote these shares, and (ii) Lando, a managing member of AMV II, may be deemed to have shared power to vote these shares, Weldon, a managing member of AMV II, may be deemed to have shared power to vote these shares and Wyatt, a managing member of AMV II, may be deemed to have shared power to vote these shares. | ||||
6 | SHARED VOTING POWER
See response to row 5 | |||||
7 | SOLE DISPOSITIVE POWER
1,685,310 shares, which are directly owned by AMVP II, except that (i) AMV II, the general partner of AMVP II, may be deemed to have sole power to dispose of these shares, and (ii) Lando, a managing member of AMV II, may be deemed to have shared power to dispose of these shares, Weldon, a managing member of AMV II, may be deemed to have shared power to dispose of these shares and Wyatt, a managing member of AMV II, 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
1,685,310 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% | |||||
12 | TYPE OF REPORTING PERSON*
IN |
CUSIP No: 64157F103 | Page 6 of 12 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas Weldon | |||||
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 OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,685,310 shares, which are directly owned by AMVP II, except that (i) AMV II, the general partner of AMVP II, may be deemed to have sole power to vote these shares, and (ii) Lando, a managing member of AMV II, may be deemed to have shared power to vote these shares, Larsen, a managing member of AMV II, may be deemed to have shared power to vote these shares and Wyatt, a managing member of AMV II, may be deemed to have shared power to vote these shares. | ||||
6 | SHARED VOTING POWER
See response to row 5 | |||||
7 | SOLE DISPOSITIVE POWER
1,685,310 shares, which are directly owned by AMVP II, except that (i) AMV II, the general partner of AMVP II, may be deemed to have sole power to dispose of these shares, and (ii) Lando, a managing member of AMV II, may be deemed to have shared power to dispose of these shares, Larsen, a managing member of AMV II, may be deemed to have shared power to dispose of these shares and Wyatt, a managing member of AMV II, 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
1,685,310 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% | |||||
12 | TYPE OF REPORTING PERSON*
IN |
CUSIP No: 64157F103 | Page 7 of 12 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gordon Wyatt | |||||
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 OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,685,310 shares, which are directly owned by AMVP II, except that (i) AMV II, the general partner of AMVP II, may be deemed to have sole power to vote these shares, and (ii) Lando, a managing member of AMV II, may be deemed to have shared power to vote these shares, Larsen, a managing member of AMV II, may be deemed to have shared power to vote these shares and Weldon, a managing member of AMV II, may be deemed to have shared power to vote these shares. | ||||
6 | SHARED VOTING POWER
See response to row 5 | |||||
7 | SOLE DISPOSITIVE POWER
1,685,310 shares, which are directly owned by AMVP II, except that (i) AMV II, the general partner of AMVP II, may be deemed to have sole power to dispose of these shares, and (ii) Lando, a managing member of AMV II, may be deemed to have shared power to dispose of these shares, Larsen, a managing member of AMV II, may be deemed to have shared power to dispose of these shares and Weldon, a managing member of AMV II, 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
1,685,310 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% | |||||
12 | TYPE OF REPORTING PERSON*
IN |
CUSIP No: 64157F103 | Page 8 of 12 |
ITEM 1(A). | NAME OF ISSUER |
Nevro Corp. (the Issuer)
ITEM 1(B). | ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES |
4040 Campbell Avenue
Menlo Park, CA 94025, United States
ITEM 2(A). | NAME OF PERSONS FILING |
AMVP II, AMV II, Lando, Larsen, Weldon and Wyatt. The foregoing entities and individuals are collectively referred to as the Reporting Persons.
Lando, Larsen, Weldon and Wyatt are the managing members of AMV II (the sole general partner of AMVP II).
ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
c/o Accuitive Medical Ventures &
The Innovation Factory
2905 Premiere Parkway, Suite 150
Duluth, GA 30097
ITEM 2(C). | CITIZENSHIP |
Lando, Larsen, Weldon and Wyatt are United States citizens. AVMP II is a limited partnership organized under the laws of the State of Delaware. AMV II is a limited liability company organized under the laws of the State of Delaware.
ITEM 2(D). | TITLE OF CLASS OF SECURITIES |
Common Stock, $0.001 par value per share (Common Stock).
ITEM 2(E). | CUSIP NUMBER |
64157F103
ITEM 3. | Not Applicable |
CUSIP No: 64157F103 | Page 9 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 on Issuers Form 10-Q, Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act of 1934 filed on December 2, 2014.
The following information with respect to the ownership of Common Stock 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 agreement of AMVP II, and the limited liability company agreement of AMV II, the general and limited partners or members of each such entity, as applicable, 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 or member, as applicable.
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
CUSIP No: 64157F103 | Page 10 of 12 |
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
ITEM 10. | CERTIFICATION. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
CUSIP No: 64157F103 | Page 11 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: March 6, 2015
AMV PARTNERS II, L.P. | ||
By: | Accuitive Medical Ventures II, LLC | |
By: | /s/ Gordon Wyatt | |
Gordon Wyatt, Authorized Signatory | ||
ACCUITIVE MEDICAL VENTURES II, LLC | ||
By: | /s/ Gordon Wyatt | |
Gordon Wyatt, Authorized Signatory | ||
/s/ Anthony Lando | ||
Anthony Lando | ||
/s/ Charles Larsen | ||
Charles Larsen | ||
/s/ Thomas Weldon | ||
Thomas Weldon | ||
/s/ Gordon Wyatt | ||
Gordon Wyatt |
CUSIP No: 64157F103 | Page 12 of 12 |
EXHIBIT I
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the undersigned of shares of Common Stock of Nevro Corp.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Date: March 6, 2015
AMV PARTNERS II, L.P. | ||
By: | Accuitive Medical Ventures II, LLC | |
By: | /s/ Gordon Wyatt | |
Gordon Wyatt, Authorized Signatory | ||
ACCUITIVE MEDICAL VENTURES II, LLC | ||
By: | /s/ Gordon Wyatt | |
Gordon Wyatt, Authorized Signatory | ||
/s/ Anthony Lando | ||
Anthony Lando | ||
/s/ Charles Larsen | ||
Charles Larsen | ||
/s/ Thomas Weldon | ||
Thomas Weldon | ||
/s/ Gordon Wyatt | ||
Gordon Wyatt |