SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

VIVEVE MEDICAL, INC.

(Name of Issuer)

Common Stock

(Title of Securities)

92852W204

(CUSIP Number)

James Atkinson

c/o Viveve Medical, Inc.

150 Commercial Street

Sunnyvale, CA 94086

(408) 530-1900

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

June 17, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.[ ]

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 92852W204
1.	Names of Reporting Persons
	Charles Schwab & Co. Inc. for the benefit of
	James Gregory Atkinson IRA Contributory Account #3027-4954
	IRS Identification Nos. of Above Persons (Entities Only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☒
	(b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)		AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization		Colorado
Number of Shares Beneficially Owned by Each Reporting Person With:
7.	Sole Voting Power	433,737
8.	Shared Voting Power	608,874 (1)
9.	Sole Dispositive Power	433,737
10.	Shared Dispositive Power	608,874 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person				608,874 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 5.74% (2)
14.	Type of Reporting Person (See Instructions)			OO

(1) By virtue of being a beneficiary of the James Gregory Atkinson IRA Contributory Account #3027-4954 (the “IRA”) and a co-trustee of the Atkinson Family Trust dated 08/26/2013 (the “Trust”), Mr. Atkinson shares voting and dispositive power over the 433,737 shares of common stock held by the IRA and the 98,099 shares of common stock held by the Trust. Mr. Atkinson also has voting and dispositive power over the 3,825 shares of common stock owned of record by Mr. Atkinson as custodian for the account of a minor child. Mr. Atkinson, individually, also holds (i) a warrant to purchase 27,217 shares of common stock that was granted on May 12, 2015 and exercisable on that date; (ii) a warrant to purchase 6,250 shares of common stock that was granted on December 16, 2015 and exercisable on that date; (iii) an option to purchase 62,820 shares of common stock, of which 25,079 shares may be purchased within 60 days of the date of this Schedule 13D; and (iv) an option to purchase 60,701 shares of common stock, of which 14,667 shares may be purchased within 60 days of the date of this Schedule 13D, all of which are included in this amount. This amount excludes 11,525 shares of common stock underlying a restricted stock award granted to Mr. Atkinson on January 4, 2016 that will vest on the one-year anniversary of the award date as well as a total of 115,131 shares of common stock underlying options of which the right to purchase has not vested as of, and will not vest within 60 days of, the date of this Schedule 13D. All share numbers in this Schedule 13D takes into account the 1-for-8 reverse stock split (the “Split”), which was effected by the Issuer on April 15, 2016 and began trading on a post-Split basis on April 18, 2016.

(2) Based on 10,606,919 shares of common stock outstanding as of June 21, 2016. Also takes into consideration the Split.

CUSIP No. 92852W204
1.	Names of Reporting Persons
	IRS Identification Nos. of Above Persons (Entities Only)
	Atkinson Family Revocable Trust Dated 08/26/2013
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☒
	(b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)		AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization		Colorado
Number of Shares Beneficially Owned by Each Reporting Person With:
7.	Sole Voting Power	98,099
8.	Shared Voting Power	608,874 (1)
9.	Sole Dispositive Power	98,099
10.	Shared Dispositive Power	608,874 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person				608,874 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 5.74% (2)
14.	Type of Reporting Person (See Instructions)			OO

(1) By virtue of being a beneficiary of the James Gregory Atkinson IRA Contributory Account #3027-4954 (the “IRA”) and a co-trustee of the Atkinson Family Trust dated 08/26/2013 (the “Trust”), Mr. Atkinson shares voting and dispositive power over the 433,737 shares of common stock held by the IRA and the 98,099 shares of common stock held by the Trust. Mr. Atkinson also has voting and dispositive power over the 3,825 shares of common stock owned of record by Mr. Atkinson as custodian for the account of a minor child. Mr. Atkinson, individually, also holds (i) a warrant to purchase 27,217 shares of common stock that was granted on May 12, 2015 and exercisable on that date; (ii) a warrant to purchase 6,250 shares of common stock that was granted on December 16, 2015 and exercisable on that date; (iii) an option to purchase 62,820 shares of common stock, of which 25,079 shares may be purchased within 60 days of the date of this Schedule 13D; and (iv) an option to purchase 60,701 shares of common stock, of which 14,667 shares may be purchased within 60 days of the date of this Schedule 13D, all of which are included in this amount. This amount excludes 11,525 shares of common stock underlying a restricted stock award granted to Mr. Atkinson on January 4, 2016 that will vest on the one-year anniversary of the award date as well as a total of 115,131 shares of common stock underlying options of which the right to purchase has not vested as of, and will not vest within 60 days of, the date of this Schedule 13D. All share numbers in this Schedule 13D takes into account the 1-for-8 reverse stock split (the “Split”), which was effected by the Issuer on April 15, 2016 and began trading on a post-Split basis on April 18, 2016.

(2) Based on 10,606,919 shares of common stock outstanding as of June 21, 2016. Also takes into consideration the Split.

CUSIP No. 92852W204
1.	Names of Reporting Persons
	IRS Identification Nos. of Above Persons (Entities Only)
	James Atkinson
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☒
	(b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)		PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization		Colorado
Number of Shares Beneficially Owned by Each Reporting Person With:
7.	Sole Voting Power	608,874 (1)
8.	Shared Voting Power	608,874 (1)
9.	Sole Dispositive Power	608,874 (1)
10.	Shared Dispositive Power	608,874 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person				608,874 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 5.74% (2)
14.	Type of Reporting Person (See Instructions)			IN

(1) By virtue of being a beneficiary of the James Gregory Atkinson IRA Contributory Account #3027-4954 (the “IRA”) and a co-trustee of the Atkinson Family Trust dated 08/26/2013 (the “Trust”), Mr. Atkinson shares voting and dispositive power over the 433,737 shares of common stock held by the IRA and the 98,099 shares of common stock held by the Trust. Mr. Atkinson also has voting and dispositive power over the 3,825 shares of common stock owned of record by Mr. Atkinson as custodian for the account of a minor child. Mr. Atkinson, individually, also holds (i) a warrant to purchase 27,217 shares of common stock that was granted on May 12, 2015 and exercisable on that date; (ii) a warrant to purchase 6,250 shares of common stock that was granted on December 16, 2015 and exercisable on that date; (iii) an option to purchase 62,820 shares of common stock, of which 25,079 shares may be purchased within 60 days of the date of this Schedule 13D; and (iv) an option to purchase 60,701 shares of common stock, of which 14,667 shares may be purchased within 60 days of the date of this Schedule 13D, all of which are included in this amount. This amount excludes 11,525 shares of common stock underlying a restricted stock award granted to Mr. Atkinson on January 4, 2016 that will vest on the one-year anniversary of the award date as well as a total of 115,131 shares of common stock underlying options of which the right to purchase has not vested as of, and will not vest within 60 days of, the date of this Schedule 13D. All share numbers in this Schedule 13D takes into account the 1-for-8 reverse stock split (the “Split”), which was effected by the Issuer on April 15, 2016 and began trading on a post-Split basis on April 18, 2016.

(2) Based on 10,606,919 shares of common stock outstanding as of June 21, 2016. Also takes into consideration the Split.

Item 1.          Security and Issuer.

This Amendment No. 3 to Schedule 13D (“Amendment 3”) filed by the James Gregory Atkinson IRA Contributory Account #3027-4954 (the “IRA”), the Atkinson Family Revocable Trust Dated 08/26/2013 (the “Trust”) and James Atkinson (“Mr. Atkinson”) amends and supplements the statement on Schedule 13D originally filed on May 22, 2015 (the “Original Report”), as amended on December 3, 2015 (“Amendment 1”) and on December 21, 2015 (“Amendment 2”) relating to the common stock, par value $0.0001 per share (the “Common Stock”) of Viveve Medical, Inc. (the “Issuer”), a Delaware corporation, having its principal executive office at 150 Commercial Street, Sunnyvale, California 94086. The IRA, the Trust and Mr. Atkinson are sometimes collectively referred to in the Amendment 3 as the “Reporting Persons”. Amendment 3 is being filed to report further purchases of the Issuer’s Common Stock by the IRA. The information included in this Amendment 3 is based on 10,606,919 shares of Common Stock outstanding as of June 21, 2016, which takes into consideration a 1-for-8 reverse stock split effected by the Issuer on April 15, 2016.

Item 3.          Source and Amount of Funds and Other Consideration.

The following paragraph is added to Item 3 of the Original Report:

On June 17, 2016, the IRA purchased 100,000 shares of the Issuer’s Common Stock in an underwritten public offering. The purchase price per share was $5.00. All of the Common Stock was purchased with personal funds generated and contributed to the IRA by Mr. Atkinson.

Item 4.          Purpose of Transaction.

The following paragraph is added to Item 4 of the Original Report:

On June 17, 2016, the IRA purchased 100,000 shares of the Issuer’s Common Stock in an underwritten public offering. The purchase price per share was $5.00. The shares are subject to a lock-up provision for a period of 90 days following June 14, 2016, as required under a lock-up agreement with the underwriters. The Common Stock was purchased for investment purposes.

Item 5.          Interest in Securities of the Issuer.

Item 5 of the Original Report is hereby replaced as follows:

(a)     The aggregate number and percentage of the Issuer’s Common Stock beneficially owned by each of the Reporting Persons are set forth on lines 11 and 13 of such Reporting Person’s cover sheet. The number of shares of Common Stock reported as beneficially owned reflects the Issuer’s 1-for-8 reverse stock split on April 15, 2016.

(b)     Regarding the number of shares of the Issuer’s Common Stock as to which each of the Reporting Persons has:

(i)     sole power to vote or to direct the vote, see line 7 of such Reporting Person’s cover sheet

(ii)    shared power to vote or to direct the vote, see line 8 of such Reporting Person’s cover sheet

(iii)   sole power to dispose or to direct the disposition, see line 9 of such Reporting Person’s cover sheet

(iv)   shared power to dispose or to direct the disposition, see line 10 of such Reporting Person’s cover sheet

(c)     On June 17, 2016, the IRA purchased 100,000 shares of the Issuer’s Common Stock in an underwritten public offering. The purchase price per share was $5.00. With the exception of the foregoing, none of the Reporting Persons has effected any transaction in the Issuer’s Common Stock during the last 60 days.

(d)     No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by any of the Reporting Persons.

(e)     Not applicable.

Item 6.          Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

The following paragraph is added to Item 6 of the Original Report:

On June 14, 2016 Mr. Atkinson entered into a lock-up agreement with Ladenburg Thalmann & Co. Inc., acting as representative to the several underwriters.

Item 7.          Material to be Filed as Exhibits.

Exhibit 99.1     Joint Filing Agreement, among the IRA, the Trust, and Mr. Atkinson*

Exhibit 99.2     Lock-Up Agreement dated June 14, 2016*

*Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 22, 2016

CHARLES SCHWAB & CO. INC. FOR THE BENEFIT OF JAMES GREGORY ATKINSON IRA CONTRIBUTORY ACCOUNT #3027-4954

By:	/s/ James Atkinson
By:	James Atkinson, Beneficiary

ATKINSON FAMILY REVOCABLE TRUST DATED 08/26/2013

By:	/s/ James Atkinson
	James Atkinson, Trustee

/s/ James Atkinson  

James Atkinson, an individual

EX-99.1

Exhibit 99.1

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Viveve Medical, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Date: June 22, 2016

CHARLES SCHWAB & CO. INC. FOR THE BENEFIT OF JAMES GREGORY ATKINSON IRA CONTRIBUTORY ACCOUNT #3027-4954

By:	/s/ James Atkinson
By:	James Atkinson, Beneficiary

ATKINSON FAMILY REVOCABLE TRUST DATED 08/26/2013

By:	/s/ James Atkinson
	James Atkinson, Trustee

/s/ James Atkinson  

James Atkinson, an individual

EX-99.2

Exhibit 99.2

LOCK-UP AGREEMENT

June 14, 2016

Ladenburg Thalmann & Co. Inc.,

acting as representative to the several underwriters:

Re: Underwriting Agreement, dated June 14, 2016, by and between Viveve Medical, Inc. and Ladenburg Thalmann & Co. Inc., acting as representative to the several underwriters

Ladies and Gentlemen:

The undersigned irrevocably agrees with the Company that, from the date hereof until 90 days following the date of the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Viveve Medical, Inc., a Delaware corporation (the “Company”) and Ladenburg Thalmann & Co. Inc. (the “Representative”), acting as representative to the several underwriters (such period, the “Restriction Period” and the underwriters collectively, the “Underwriters”), the undersigned will not, except as permitted in connection with any Exempt Transfers (as defined below), offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Underwriting Agreement) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) with respect to, any shares of common stock of the Company, or securities convertible, exchangeable or exercisable into, shares of common stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall cause the transfer agent or other registrar to impose stop-transfer instructions and implement stop transfer procedures preventing the transfer agent of the Company from effecting any actions in violation of this letter agreement. The Representative may consent to an early release from the Restriction Period if, in its sole and absolute discretion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Restriction Period, or (ii) prior to the expiration of the Restriction Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restriction Period, the restrictions imposed by this letter agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives such extension.

“Exempt Transfers” as used herein shall not be subject to the restrictions set forth in this letter agreement and shall include (1) a transfer by the undersigned of any common stock or any securities convertible into or exchangeable or exercisable for common stock as a bona fide gift or gifts, or by will or intestacy, to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family or to a charity or educational institution;; or (2) the exercise or conversion by the undersigned of currently outstanding warrants, options and convertible debentures, as applicable, and the exercise of options under an acceptable stock option plan, so long as the undersigned agrees that the shares of common stock received from any such exercise or conversion will be subject to this letter agreement; or (3) if the undersigned is a (i) a corporation, partnership or other business entity, transfers or distributions by the undersigned of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock to (A) another corporation, partnership or other business entity that controls, is controlled by or managed by or is under common control with such stockholder or (B) as part of a distribution to an equity holder of such stockholder or to the estate of any such equity holder, or (ii) if the undersigned is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; or (4) any transfer in accordance with a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that such plan does not provide for the transfer of shares of Common Stock during the Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company; or (5) transfers of any shares of common stock or any securities convertible into or exchangeable or exercisable for common stock in connection with a trading plan established pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that such plan does not provide for the transfer of shares of common stock during the Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company; provided that in the case of any transfer or distribution pursuant to clause (1) or (3) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to the Representative not later than one business day prior to such transfer, a written agreement, in substantially the form of this letter agreement and otherwise satisfactory in form and substance to the Representative, and (B) if the undersigned is required to file a report under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of common stock or any securities convertible into or exercisable or exchangeable for common stock by the undersigned during the Restriction Period (as the same may be extended as described above), the undersigned shall include a statement in such report to the effect that such transfer or distribution is not a transfer for value and that such transfer is being made as a gift or by will or intestacy, as the case may be. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned.

The undersigned acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to each Underwriter to perform under the Underwriting Agreement and that each Underwriter (which shall be a third party beneficiary of this letter agreement) and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this letter agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Underwriting Agreement.

This letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Representative and the undersigned. This letter agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this letter agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Underwriting Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this letter agreement does not intend to create any relationship between the undersigned and each Underwriter and that no issuance or sale of the Securities is created or intended by virtue of this letter agreement.

This letter agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Underwriters.

*** SIGNATURE PAGE FOLLOWS***

This letter agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.

/s/ James G. Atkinson               

Signature

James G. Atkinson                    

Print Name

President, Chief Business Officer

Position in Company, if any

Address for Notice:

Number of shares of Common Stock

Number of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities

By signing below, the Company agrees to enforce the restrictions on transfer set forth in this letter agreement.

VIVEVE MEDICAL, INC.

By: /s/ Scott Durbin               

Name: Scott Durbin

Title: Chief Financial Officer