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

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^*

ROEDER DOUGLAS A

(Last)

(First)

(Middle)

C/O DELPHI VENTURES

3000 SAND HILL ROAD, BLDG.1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TriVascular Technologies, Inc. [ TRIV ]

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)
04/22/2014

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								149	D
Common Stock	04/22/2014		P		833,333	A	$12	833,333	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	04/22/2014		C		574,933	A	$0	1,408,266	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/22/2014		C		384,594	A	$0	1,792,860	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/22/2014		C		424,918	A	$0	2,217,778	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	04/22/2014		C		970,167	A	$0	3,187,945	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	04/22/2014		C		347,965	A	$0	3,535,910	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

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)
Series A Preferred Stock	⁽⁸⁾	04/22/2014		C			574,933	⁽⁸⁾	⁽⁸⁾	Common Stock	574,933	⁽⁸⁾	0	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁸⁾	04/22/2014		C			384,594	⁽⁸⁾	⁽⁸⁾	Common Stock	384,594	⁽⁸⁾	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽⁹⁾	04/22/2014		C			424,918	⁽⁹⁾	⁽⁹⁾	Common Stock	424,918	⁽⁹⁾	0	I	See Footnote⁽⁵⁾
Series D Preferred Stock	⁽¹⁰⁾	04/22/2014		C			970,167	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	970,167	⁽¹⁰⁾	0	I	See Footnote⁽⁶⁾
Series E Preferred Stock	⁽¹⁰⁾	11/01/2013		A		347,965		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	347,965	⁽¹⁰⁾	347,965	I	See Footnote⁽⁷⁾
Series E Preferred Stock	⁽¹⁰⁾	04/22/2014		C			347,965	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	347,965	⁽¹⁰⁾	0	I	See Footnote⁽⁷⁾
Warrant to Purchase Series D Preferred Stock (right to buy)	⁽¹⁰⁾	04/22/2014		C			45,094⁽¹⁰⁾	02/02/2012	02/02/2019	Series D Preferred Stock	45,094	$15.8061	0	I	See Footnote⁽¹¹⁾
Warrant to Purchase Common Stock (right to buy)	$15.8061	04/22/2014		C		45,094⁽¹⁰⁾		02/02/2012	02/02/2019	Common Stock	45,094	$0	45,094	I	See Footnote⁽¹¹⁾

Explanation of Responses:

1. These securities are directly held as follows: 247,525 shares by Delphi Ventures VII, L.P. ("Ventures VII"), 2,475 shares by Delphi BioInvestments VII, L.P. ("BioInvestments VII" and together with Ventures VII, the "Delphi VII Funds"), 577,692 shares by Delphi Ventures VIII, L.P. ("Ventures VIII") and 5,641 shares by Delphi BioInvestments VIII, L.P. ("BioInvestments VIII" and together with Ventures VIII, the "Delphi VIII Funds" and collectively with the Delphi VII Funds, the "Delphi Funds"). Delphi Management Partners VII, L.L.C. ("DMP VII") is the general partner of each of Ventures VII and BioInvestments VII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VII Funds. Delphi Management Partners VIII, L.L.C. ("DMP VIII") is the general partner of each of Ventures VIII and BioInvestments VIII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VIII Funds.

2. The Reporting Person is a managing member of each DMP VII and DMP VIII and may be deemed to share voting and dispositive power over the securities held by the Delphi Funds.The Reporting Person disclaims beneficial ownership of the securities held by the Delphi Funds, except to the extent of any pecuniary interest therein.

3. These securities are directly held as follows: 569,241 shares by Ventures VII and 5,692 shares by BioInvestments VII. DMP VII is the general partner of each of Ventures VII and BioInvestments VII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VII Funds. The Reporting Person is a managing member of DMP VII and may be deemed to share voting and dispositive power over the securities held by the Delphi VII Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Delphi VII Funds, except to the extent of any pecuniary interest therein.

4. These securities are directly held as follows: 114,236 shares by Ventures VII, 1,142 shares by BioInvestments VII, 266,613 shares by Ventures VIII and 2,603 shares by BioInvestments VIII. DMP VII is the general partner of each of Ventures VII and BioInvestments VII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VII Funds. DMP VIII is the general partner of each of Ventures VIII and BioInvestments VIII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VIII Funds. The Reporting Person is a managing member of each DMP VII and DMP VIII and may be deemed to share voting and dispositive power over the securities held by the Delphi Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Delphi Funds, except to the extent of any pecuniary interest therein.

5. These securities are directly held as follows: 105,298 shares by Ventures VII, 1,052 shares by BioInvestments VII, 315,489 shares by Ventures VIII and 3,079 shares by BioInvestments VIII. DMP VII is the general partner of each of Ventures VII and BioInvestments VII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VII Funds. DMP VIII is the general partner of each of Ventures VIII and BioInvestments VIII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VIII Funds. The Reporting Person is a managing member of each of DMP VII and DMP VIII and may be deemed to share voting and dispositive power over the securities held by the Delphi Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Delphi Funds, except to the extent of any pecuniary interest therein.

6. These securities are directly held as follows: 270,867 shares by Ventures VII, 2,707 shares by BioInvestments VII, 689,858 shares by Ventures VIII and 6,735 shares by BioInvestments VIII. DMP VII is the general partner of each of Ventures VII and BioInvestments VII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VII Funds. DMP VIII is the general partner of each of Ventures VIII and BioInvestments VIII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VIII Funds. The Reporting Person is a managing member of each of DMP VII and DMP VIII and may be deemed to share voting and dispositive power over the securities held by the Delphi Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Delphi Funds, except to the extent of any pecuniary interest therein.

7. These securities are directly held as follows: 157,386 shares by Ventures VII, 1,573 shares by BioInvestments VII, 187,179 shares by Ventures VIII and 1,827 shares by BioInvestments VIII. DMP VII is the general partner of each of Ventures VII and BioInvestments VII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VII Funds. DMP VIII is the general partner of each of Ventures VIII and BioInvestments VIII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VIII Funds. The Reporting Person is a managing member of each of DMP VII and DMP VIII and may be deemed to share voting and dispositive power over the securities held by the Delphi Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Delphi Funds, except to the extent of any pecuniary interest therein.

8. Each share of Series A Preferred Stock and each share of Series B Preferred Stock converted into 0.03845959625192770 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The number of securities reported in Table II is shown on an as converted basis. The shares have no expiration date.

9. Each share of Series C Preferred Stock converted into 0.03899558573514530 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The number of securities reported in Table II is shown on an as converted basis. The shares have no expiration date.

10. Each share of Series D Preferred Stock and each share of Series E Preferred Stock converted into 0.02464875523786050 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The number of securities reported in Table II is shown on an as converted basis. The shares have no expiration date.

11. These securities are directly held as follows: 25,754 shares by Ventures VII, 257 shares by BioInvestments VII, 18,899 shares by Ventures VIII and 184 shares by BioInvestments VIII. DMP VII is the general partner of each of Ventures VII and BioInvestments VII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VII Funds. DMP VIII is the general partner of each of Ventures VIII and BioInvestments VIII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VIII Funds. The Reporting Person is a managing member of each of DMP VII and DMP VIII and may be deemed to share voting and dispositive power over the securities held by the Delphi Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Delphi Funds, except to the extent of any pecuniary interest therein.

Remarks:

	/s/ Matthew T. Potter, Attorney-In-Fact for Douglas A. Roeder	04/24/2014
	** 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).
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.