-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kk0BBADrAZPs2ZHkrCZZQZ8LSGFpFWwfC1FApa62QUL6sE9lTvWvXCBv2wJdOlqV UjVwul4yCHITPTvf/rLK6g== 0001179110-04-010325.txt : 20040512 0001179110-04-010325.hdr.sgml : 20040512 20040512164714 ACCESSION NUMBER: 0001179110-04-010325 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040512 FILED AS OF DATE: 20040512 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NUVASIVE INC CENTRAL INDEX KEY: 0001142596 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330768598 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 10065 OLD GROVE RD CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 8582717070 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LACOB JOSEPH CENTRAL INDEX KEY: 0001215490 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50744 FILM NUMBER: 04799890 BUSINESS ADDRESS: STREET 1: 2200 W CYPRESS CREEK ROAD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9543512120 3 1 edgar.xml FORM 3 - X0202 3 2004-05-12 0 0001142596 NUVASIVE INC NUVA 0001215490 LACOB JOSEPH KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD MENLO PARK CA 94025 1 0 0 0 Series A Preferred Stock 2250000 I See footnotes Series B Preferred Stock 1090909 I See footnotes Series C Preferred Stock 376923 I See footnotes Series D Preferred Stock 988143 I See footnotes Series D-1 Preferred Stock 664177 I See footnotes Stock Option (Right to Buy) .25 2001-02-17 2010-02-17 Common Stock 8000 D Stock Option (Right to Buy) 10.75 2004-02-26 2014-02-26 Common Stock 24000 D Warrant (Right to Purchase Common Stock) .63 2002-07-11 2009-07-11 Common Stock 47820 I See footnotes Warrant (Right to Purchase Common Stock) .63 2002-07-29 2009-07-11 Common Stock 3944 I See footnotes Warrant (Right to Purchase Common Stock) .63 2003-07-19 2010-06-19 Common Stock 52624 I See footnotes Warrant (Right to Purchase Series B Preferred Stock) 2.75 1999-10-13 2004-10-13 Series B Preferred Stock 41467 I See footnotes Warrant (Right to Purchase Series D Preferred Stock) 2.53 2001-02-14 2006-02-14 Series D Preferred Stock 62006 I See footnotes Warrant (Right to Purchase Series D Preferred Stock) 2.53 2001-04-12 2006-04-12 Series D Preferred Stock 11584 I See footnotes Warrant (Right to Purchase Common Stock) .63 2002-07-11 2009-07-11 Common Stock 2772 I See footnotes Warrant (Right to Purchase Common Stock) .63 2002-07-29 2009-07-11 Common Stock 229 I See footnotes Warrant (Right to Purchase Common Stock) .63 2003-06-19 2010-06-19 Common Stock 3050 I See footnotes Warrant (Right to Purchase Series B Preferred Stock) 2.75 1999-10-13 2004-10-13 Series B Preferred Stock 2405 I See footnotes Warrant (Right to Purchase Series D Preferred Stock) 2.53 2001-02-14 2006-02-14 Series D Preferred Stock 3595 I See footnotes Warrant (Right to Purchase Series D Preferred Stock) 2.53 2001-04-12 2006-04-12 Series D Preferred Stock 672 I See footnotes Immediately following the closing of the initial public offering of the Issuer's Common Stock, all outstanding shares of Preferred Stock will be automatically converted into shares of the Issuer's Common Stock. Represents 2,020,361 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., 112,500 shares beneficially owned by KPCB Life Sciences Zaibatsu Fund II, L.P. and 117,139 shares beneficially owned by KPCB VIII Founders Fund, L.P. Represents 1,031,127 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., and 59,782 shares beneficially owned by KPCB VIII Founders Fund, L.P. Represents 356,268 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., and 20,655 shares beneficially owned by KPCB VIII Founders Fund, L.P. Represents 933,993 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P. and 54,150 shares beneficially owned by KPCB VIII Founders Fund, L.P. Represents 627,780 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P. and 36,397 shares beneficially owned by KPCB VIII Founders Fund, L.P. Mr. Lacob is a general partner of KPCB VIII Associates, L.P., a California limited partnership ("KPCB VIII Associates"). KPCB VIII Associates is the general partner of Kleiner Perkins Caufield & Byers VIII, L.P., a California limited partnership ("KPCB VIII") and KPCB VIII Founders Fund, L.P., a California limited partnership ("KPCB VIII FF"). Mr. Lacob is also a general partner of KPCB VII Associates, L.P., a California limited partnership ("KPCB VII Associates"). KPCB VII Associates is the general partner of KPCB Life Sciences Zaibatsu Fund II, L.P., a California limited partnership ("KPCB Life"). Mr. Lacob disclaims beneficial ownership of these shares and warrants held directly by KPCB VIII, KPCB VIII FF, and KPCB Life, except to the extent of any indirect pecuniary interest in his distributive share therein. The option is immediately exercisable, but shares purchased under such option are subject to repurchase by the Issuer at the option exercise price, upon the Reporting Person's termination of service to the Issuer prior to vesting in these shares. 25 % of the option shares vest on such date with the remaining option shares vesting in 36 equal monthly installments thereafter. The option is immediately exercisable, but shares purchased under such option are subject to repurchase by the Issuer at the option exercise price, upon the Reporting Person's termination of service to the Issuer prior to vesting in these shares. Option shares vesting in 48 equal monthly installments from such date. Represents warrants beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P. Represents warrants beneficially owned by KPCB VIII Founders Fund, L.P. This warrant will be automatically exercised for shares of common stock upon the closing of the initial public offering of the Issuer's Common Stock pursuant to the cashless exercise provisions contained therein, based on the price to the public in such offering. /s/ Joseph S. Lacob 2004-05-12 -----END PRIVACY-ENHANCED MESSAGE-----