SEC FORM 4

SEC Form 4

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^*

ROOT JONATHAN D

(Last)

(First)

(Middle)

C/O INARI MEDICAL, INC.

9 PARKER, SUITE 100

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Inari Medical, Inc. [ NARI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2020

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/27/2020		P		251,795	A	$19	251,795	D
Common Stock	05/27/2020		C		7,485,349	A	⁽¹⁾	7,485,349	I	Directly Owned by USVP X⁽²⁾
Common Stock	05/27/2020		C		239,467	A	⁽¹⁾	239,467	I	Directly Owned by AFF X⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽³⁾	05/27/2020		A		8,947		⁽³⁾	⁽³⁾	Common Stock	8,947	⁽³⁾	8,947	D
Series A Preferred Stock	⁽¹⁾	05/27/2020		C			2,307,142	⁽¹⁾	⁽¹⁾	Common Stock	2,307,142	⁽¹⁾	0	I	Directly Owned by USVP X⁽²⁾
Series A Preferred Stock	⁽¹⁾	05/27/2020		C			73,809	⁽¹⁾	⁽¹⁾	Common Stock	73,809	⁽¹⁾	0	I	Directly Owned by AFF X⁽²⁾
Series B Preferred Stock	⁽¹⁾	05/27/2020		C			2,899,876	⁽¹⁾	⁽¹⁾	Common Stock	2,899,876	⁽¹⁾	0	I	Directly Owned by USVP X⁽²⁾
Series B Preferred Stock	⁽¹⁾	05/27/2020		C			92,771	⁽¹⁾	⁽¹⁾	Common Stock	92,771	⁽¹⁾	0	I	Directly Owned by AFF X⁽²⁾
Series C Preferred Stock	⁽¹⁾	05/27/2020		C			2,278,331	⁽¹⁾	⁽¹⁾	Common Stock	2,278,331	⁽¹⁾	0	I	Directly Owned by USVP X⁽²⁾
Series C Preferred Stock	⁽¹⁾	05/27/2020		C			72,887	⁽¹⁾	⁽¹⁾	Common Stock	72,887	⁽¹⁾	0	I	Directly Owned by AFF X⁽²⁾

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of the Issuer's common stock on a one-for-one basis.

2. The reported securities are owned directly by each of U.S. Venture Partners X, L.P. ("USVP X") and USVP X Affiliates Fund, L.P. ("AFF X") (together, the "USVP X Funds"). Presidio Management Group X, L.L.C. ("PMG X") is the general partner of each of the USVP X Funds and may be deemed to have sole voting and dispositive power over the reported securities held by the USVP X Funds. Jonathan D. Root, a director of the issuer, Irwin Federman, Steven Krausz, Richard Lewis, Paul Matteucci and Casey Tansey are the managing members of PMG X, who may be deemed to share voting and dispositive power over the reported securities held by the USVP X Funds. Such persons and entities disclaim beneficial ownership of the reported securities held by the USVP X Funds, except to the extent of any pecuniary interest therein. 3. The restricted stock unit vests in three equal annual installments beginning on May 27, 2020.

3. The restricted stock unit vests in three equal annual installments beginning on May 27, 2020.

Remarks:

	/s/ Mitchell Hill, Attorney-in-Fact for Jonathan Root	05/27/2020
	** 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).
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