SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

BLAIR WILLIAM CAPITAL PARTNERS VII QP LP

(Last)

(First)

(Middle)

227 WEST MONROE STREET, 35TH FLOOR

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2004

3. Issuer Name and Ticker or Trading Symbol
NUVASIVE INC [ NUVA ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Preferred Stock⁽¹⁾	3,952,570	I	See footnotes⁽²⁾⁽³⁾⁽⁵⁾
Series D-1 Preferred Stock⁽¹⁾	2,173,914	I	See footnotes⁽²⁾⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	07/26/2002⁽⁶⁾	07/26/2011	Common Stock	8,000	$0.63	I	See footnotes⁽²⁾⁽⁵⁾⁽⁷⁾
Stock Option (Right to Buy)	02/26/2004⁽⁸⁾	02/26/2014	Common Stock	24,000	$10.75	I	See footnotes⁽²⁾⁽¹²⁾
Warrant (Right to Purchase Common Stock)⁽¹¹⁾	07/11/2002	07/11/2009	Common Stock	213,130	$0.63	I	See footnotes⁽²⁾⁽⁵⁾⁽⁹⁾
Warrant (Right to Purchase Common Stock)⁽¹¹⁾	07/29/2002	07/11/2009	Common Stock	17,582	$0.63	I	See footnotes⁽²⁾⁽⁵⁾⁽⁹⁾
Warrant (Right to Purchase Common Stock)⁽¹¹⁾	06/19/2003	06/19/2010	Common Stock	121,788	$0.63	I	See footnotes⁽²⁾⁽⁵⁾⁽⁹⁾
Warrant (Right to Purchase Common Stock)⁽¹¹⁾	07/11/2002	07/11/2009	Common Stock	8,214	$0.63	I	See footnotes⁽²⁾⁽⁵⁾⁽¹⁰⁾
Warrant (Right to Purchase Common Stock)⁽¹¹⁾	07/29/2002	07/11/2009	Common Stock	678	$0.63	I	See footnotes⁽²⁾⁽⁵⁾⁽¹⁰⁾
Warrant (Right to Purchase Common Stock)⁽¹¹⁾	06/19/2003	06/19/2010	Common Stock	4,694	$0.63	I	See footnotes⁽²⁾⁽⁵⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

BLAIR WILLIAM CAPITAL PARTNERS VII QP LP

(Last)

(First)

(Middle)

227 WEST MONROE STREET, 35TH FLOOR

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BLAIR WILLIAM CAPITAL PARTNERS VII LP

(Last)

(First)

(Middle)

227 WEST MONROE STREET, 35TH FLOOR

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

William Blair Capital Management VII, LLC

(Last)

(First)

(Middle)

227 WEST MONROE STREET, 35TH FLOOR

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

William Blair Capital Management VII, LP

(Last)

(First)

(Middle)

227 WEST MONROE STREET, 35TH FLOOR

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. The Designated Filer is executing this report on behalf of William Blair Capital Management VII, L.L.C., William Blair Capital Management VII, L.P., William Blair Capital Partners VII QP, L.P. and William Blair Capital Partners VII, L.P. (collectively, the "Reporting Persons"), each of whom has authorized it do so; each of the Reporting Persons disclaim beneficial ownership of the Issuer's securities to the extent it exceeds such Reporting Person's pecuniary interest.

3. Represents 3,805,891 shares beneficially owned by William Blair Capital Partners VII QP, L.P. and 146,679 shares beneficially owned by William Blair Capital Partners VII, L.P.

4. Represents 2,093,240 shares beneficially owned by William Blair Capital Partners VII QP, L.P. and 80,674 shares beneficially owned by William Blair Capital Partners VII, L.P.

5. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by William Blair Capital Partners VII QP, L.P. and William Blair Capital Partners VII, L.P., a portion of which may be deemed attributable to William Blair Capital Management VII, L.L.C. and William Blair Capital Management VII, L.P., because William Blair Capital Management VII, L.P. is the general partner of William Blair Capital Partners VII QP, L.P. and William Blair Capital Partners VII, L.P and William Blair Capital Management VII, L.L.C. is the general partner of William Blair Capital Management VII, L.P The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.

6. 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.

7. Represents stock option beneficially owned by William Blair Capital Management VII, L.P.

8. 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.

9. Represents warrants beneficially owned by William Blair Capital Partners VII QP. LP.

10. Represents warrants beneficially owned by William Blair Capital Partners VII, L.P.

11. This warrant will be exercised for shares of the Issuer's 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.

12. Represents stock option issued to Arda Minocherhomjee that is beneficially owned by William Blair Capital Management VII, L.P.. Dr. Minocherhomjee is a managing director and member of William Blair Capital Management VII, L.L.C., the general partner of William Blair Capital Management VII, L.P., and is required to provide the economic benefit attributable to this stock option to William Blair Capital Management VII, L.P.

	/s/ Arda M. Minocherhomjee, Managing Director of William Blair Capital Management VII, L.L.C., general partner of William Blair Capital Managment VII, L.P., general partner of William Blair Capital Partners VII QP, L.P.	05/12/2004
	/s/ Arda M. Minocherhomjee, Managing Director of William Blair Capital Management VII, L.L.C., general partner of William Blair Capital Managment VII, L.P., general partner of William Blair Capital Partners VII, L.P.	05/12/2004
	/s/ Arda M. Minocherhomjee, Managing Director of William Blair Capital Management VII, L.L.C.	05/12/2004
	/s/ Arda M. Monocherhomjee, Managing Director of William Blair Capital Management VII, L.L.C., its general partner	05/12/2004
	** 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 5 (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.