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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Mendelsohn Aaron (Last) (First) (Middle) C/O 5858 HORTON ST, SUITE 280 (Street) EMERYVILLE CA 94608 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Vivani Medical, Inc. [ VANI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/30/2022
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/30/2022		J(1)		178,170	A	$0	178,170	D
Common Stock	08/30/2022		J(1)		150,930	A	$0	150,930	I	Trusts(2)
Common Stock	08/30/2022		J(1)		747,387	A	$0	747,387	I	See Footnote(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Option	$3.15	08/30/2022		J(4)		30,187		08/30/2022	11/13/2028	Common Stock	30,187	$0	30,187	D
Common Stock Option	$3.15	08/30/2022		J(4)		30,187		08/30/2022	11/11/2029	Common Stock	30,187	$0	30,187	D
Common Stock Option	$3.15	08/30/2022		J(4)		30,187		08/30/2022	11/19/2030	Common Stock	30,187	$0	30,187	D
Warrants	$3.15	08/30/2022		J(5)		25,927		08/30/2022	12/14/2023	Common Stock	25,927	$0	25,927	I	See Footnote(6)

Explanation of Responses:

1. Represents shares of common stock issued in the acquisition transaction of Nano Precision Medical Inc. consummated August 30, 2022.

2. Represents five trusts, each one established for a separate grandchild of the Reporting Person, each trust owning an aggregate of 30,186 shares of common stock, all trusts with the same terms, over which the Reporting Person has voting and dispositive authority.

3. Represents shares of common stock owned by MFE, LLC over which the Reporting Person has voting and dispositive authority. The Reporting Person disclaims pecuniary interest in 20% of the limited liability company and therefore 149,478 shares of common stock held by the limited liability company, which are beneficially owned by other members of the limited liability company.

4. Represents the replacement option to be issued by Vivian Medical, Inc. (f/k/a Second Sight Medical Products, Inc.) at the effective time of the merger acquisition thereof, pursuant to the terms of the Agreement and Plan of Merger entered into on February 4, 2022.

5. Represents warrants to purchase shares of common stock assumed on the effective date of the acquisition of Nano Precision medical, Inc., consummated on August 30, 2022, pursuant to the Agreement and Plan of Merger dated February 4, 2022.

6. Represents shares of common stock underlying a warrant owned by MFE, LLC over which the Reporting Person has voting and dispositive authority. The Reporting Person disclaims pecuniary interest in 20% of the limited liability company and therefore 5,185 shares of common stock held by the limited liability company, which are beneficially owned by other members of the limited liability company.

	/s/ Aaron Mendelsohn	08/31/2022
	** Signature of Reporting Person	Date
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