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

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1. Name and Address of Reporting Person^*

BAY CITY CAPITAL LLC

(Last)

(First)

(Middle)

750 BATTERY STRET, SUITE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2014

3. Issuer Name and Ticker or Trading Symbol
NEVRO CORP [ NVRO ]

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)
Common Stock	23,452⁽¹⁾	I	See Footnotes⁽²⁾⁽⁴⁾
Common Stock	505⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾

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)
Series A Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	1,272,841⁽¹⁾⁽⁷⁾	$0.00	I	See Footnotes⁽²⁾⁽⁴⁾
Series A Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	27,435⁽¹⁾⁽⁷⁾	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	682,826⁽¹⁾⁽⁸⁾	$0.00	I	See Footnotes⁽²⁾⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	14,718⁽¹⁾⁽⁸⁾	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	191,314⁽¹⁾⁽⁹⁾	$0.00	I	See Footnotes⁽²⁾⁽⁴⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	4,123⁽¹⁾⁽⁹⁾	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

BAY CITY CAPITAL LLC

(Last)

(First)

(Middle)

750 BATTERY STRET, SUITE 400

(Street)

SAN FRANCISCO

94111

(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^*

Bay City Capital Management IV LLC

(Last)

(First)

(Middle)

750 BATTERY STRET, SUITE 400

(Street)

SAN FRANCISCO

94111

(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^*

Bay City Capital Fund IV, L.P.

(Last)

(First)

(Middle)

750 BATTERY STRET, SUITE 400

(Street)

SAN FRANCISCO

94111

(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^*

BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP

(Last)

(First)

(Middle)

750 BATTERY STRET, SUITE 400

(Street)

SAN FRANCISCO

94111

(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. Reflects a 1-for-24 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.

2. Shares held by Bay City Capital Fund IV, L.P.

3. Shares held by Bay City Capital Fund IV Co-Investment Fund, L.P.

4. Bay City Capital Management IV ("BCCM IV") is the General Partner of Bay City Capital Fund IV, L.P. ("BCCF") and Bay City Capital Fund IV Co-Investment Fund, L.P. ("BCCF Co-Investment Fund") and Bay City Capital LLC ("BCC") is the Manager of BCCM IV. BCCM IV and BCC may be deemed to have sole voting and investment power over the shares held by BCCF and BCCF Co-Investment Fund however hold no securities of the Issuer directly. Nathan Pliam, a Venture Partner of BCC, is a member of the Issuer's Board of Directors. Mr. Pliam disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

5. The shares are immediately convertible.

6. The shares do not have an expiration date.

7. Each share of Series A Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

8. Each share of Series B Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

9. Each share of Series C Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

	Bay City Capital LLC /s/ Carl Goldfischer, Managing Director	11/05/2014
	Bay City Capital Management IV, LLC By: Bay City Capital LLC its Manager /s/ Carl Goldfischer, Managing Director	11/05/2014
	Bay City Capital Fund IV, L.P. By: Bay City Capital Management IV, LLC its General Partner By: Bay City Capital LLC its Manager /s/ Carl Goldfischer, Managing Director	11/05/2014
	Bay City Capital Fund IV Co-Investment Fund, L.P. By: Bay City Capital Management IV, LLC its General Partner By: Bay City Capital LLC its Manager /s/ Carl Goldfischer, Manager Director	11/05/2014
	** 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 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).
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