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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NUVASIVE INC [ NUVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/18/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Series A Preferred Stock | 05/18/2004 | C | 2,070,000(9) | D | (1) | 0 | I | See footnotes(2)(3)(5)(6)(7)(8) | ||
Series A Preferred Stock | 05/18/2004 | C | 180,000(9) | D | (1) | 0 | I | See footnotes(2)(4)(5)(6)(7)(8) | ||
Common Stock | 05/18/2004 | C | 900,000(9) | A | (1) | 0 | I | See footnotes(2)(5)(6)(7)(8)(10) | ||
Series B Preferred Stock | 05/18/2004 | C | 1,003,637(11) | D | (1) | 0 | I | See footnotes(2)(3)(5)(6)(7)(8) | ||
Series B Preferred Stock | 05/18/2004 | C | 87,272(11) | D | (1) | 0 | I | See footnotes(2)(4)(5)(6)(7)(8) | ||
Common Stock | 05/18/2004 | C | 451,541(11) | A | (1) | 0 | I | See footnotes(2)(5)(6)(7)(8)(12) | ||
Series C Preferred Stock | 05/18/2004 | C | 346,769(13) | D | (1) | 0 | I | See footnotes(2)(3)(5)(6)(7)(8) | ||
Series C Preferred Stock | 05/18/2004 | C | 30,154(13) | D | (1) | 0 | I | See footnotes(2)(4)(5)(6)(7)(8) | ||
Common Stock | 05/18/2004 | C | 161,394(13) | A | (1) | 0 | I | See footnotes(2)(5)(6)(7)(8)(14) | ||
Series D Preferred Stock | 05/18/2004 | C | 819,435(15) | D | (1) | 0 | I | See footnotes(2)(16)(18)(19)(20)(21) | ||
Series D Preferred Stock | 05/18/2004 | C | 168,708(15) | D | (1) | 0 | I | See footnotes(2)(17)(18)(19)(20)(21) | ||
Common Stock | 05/18/2004 | C | 395,257(15) | A | (1) | 0 | I | See footnotes(2)(18)(19)(20)(21)(22) | ||
Series D-1 Preferred Stock | 05/18/2004 | C | 98,333(23) | D | (1) | 0 | I | See footnotes(2)(16)(18)(19)(20)(21) | ||
Series D-1 Preferred Stock | 05/18/2004 | C | 20,245(23) | D | (1) | 0 | I | See footnotes(2)(17)(18)(19)(20)(21) | ||
Common Stock | 05/18/2004 | C | 47,431(23) | A | (1) | 0 | I | See footnotes(2)(18)(19)(20)(21)(24) | ||
Common Stock | 05/18/2004 | C | 6,616(25) | A | (1) | 0 | I | See footnotes(2)(3)(5)(6)(7)(8) | ||
Common Stock | 05/18/2004 | C | 575(26) | A | (1) | 0 | I | See footnotes(2)(4)(5)(6)(7)(8) | ||
Common Stock | 05/18/2004 | C | 14,839(27) | A | (1) | 0 | I | See footnotes(2)(16)(18)(19)(20)(21) | ||
Common Stock | 05/18/2004 | C | 9,248(28) | A | (1) | 0 | I | See footnotes(2)(16)(18)(19)(20)(21) | ||
Common Stock | 05/18/2004 | C | 1,728(29) | A | (1) | 0 | I | See footnotes(2)(16)(18)(19)(20)(21) | ||
Common Stock | 05/18/2004 | C | 3,055(30) | A | (1) | 0 | I | See footnotes(2)(17)(18)(19)(20)(21) | ||
Common Stock | 05/18/2004 | C | 1,904(31) | A | (1) | 0 | I | See footnotes(2)(17)(18)(19)(20)(21) | ||
Common Stock | 05/18/2004 | C | 356(32) | A | (1) | 2,001,944 | I | See footnotes(2)(17)(18)(19)(20)(21) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Warrant (Right to Purchase Series B Preferred Stock) | $2.75 | 05/18/2004 | X | 40,362(25) | 10/13/1999 | 10/13/2004 | Series B Preferred Stock | 40,362(25) | $2.75 | 0 | I | See footnotes(2)(3)(5)(6)(7)(8) | |||
Warrant (Right to Purchase Series B Preferred Stock) | $2.75 | 05/18/2004 | X | 3,510(26) | 10/13/1999 | 10/13/2004 | Series B Preferred Stock | 3,510(26) | $2.75 | 0 | I | See footnotes(2)(4)(5)(6)(7)(8) | |||
Warrant (Right to Purchase Common Stock) | $0.63 | 05/18/2004 | X | 15,733(27) | 06/19/2003 | 06/19/2010 | Common Stock | 15,733(27) | $0.63 | 0 | I | See footnotes(2)(16)(18)(19)(20)(21) | |||
Warrant (Right to Purchase Series D Preferred Stock) | $2.53 | 05/18/2004 | X | 54,400(28) | 02/14/2001 | 02/14/2006 | Series D Preferred Stock | 54,400(28) | $2.53 | 0 | I | See footnotes(2)(16)(18)(19)(20)(21) | |||
Warrant (Right to Purchase Series D Preferred Stock) | $2.53 | 05/18/2004 | X | 10,163(29) | 04/12/2001 | 04/12/2006 | Series D Preferred Stock | 10,163(29) | $2.53 | 0 | I | See footnotes(2)(16)(18)(19)(20)(21) | |||
Warrant (Right to Purchase Common Stock) | $0.63 | 05/18/2004 | X | 3,239(30) | 06/19/2003 | 06/19/2010 | Common Stock | 3,239(30) | $0.63 | 0 | I | See footnotes(2)(17)(18)(19)(20)(21) | |||
Warrant (Right to Purchase Series D Preferred Stock) | $2.53 | 05/18/2004 | X | 11,200(31) | 02/14/2001 | 02/14/2006 | Series D Preferred Stock | 11,200(31) | $2.53 | 0 | I | See footnotes(2)(17)(18)(19)(20)(21) | |||
Warrant (Right to Purchase Series D Preferred Stock) | $2.53 | 05/18/2004 | X | 2,093(32) | 04/12/2001 | 04/12/2006 | Series D Preferred Stock | 2,093(32) | $2.53 | 0 | I | See footnotes(2)(17)(18)(19)(20)(21) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Per SEC Instruction, column left blank. |
2. The Designated Filer is executing this report on behalf of Enterprise Management Partners IV, L.P., Enterprise Partners IV, L.P., Enterprise Partners IV Associates, L.P., Enterprise Management Partners IV-A, L.P., Enterprise Partners Annex Fund IV, L.P., Enterprise Partners Annex Fund IV-A, L.P., Andrew E. Senyei, James H. Berglund and William R. Stensrud (collectively, the "Reporting Persons"), each of whom has authorized it do so. Each of the Reporting Persons disclaim beneficial ownership of the Issuer's securities to the extent it exceeds such Reporting Person's pecuniary interest. |
3. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV, L.P. |
4. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV Associates, L.P. |
5. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to Enterprise Management Partners IV, L.P., because it is the general partner of Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables. |
6. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to Andrew E. Senyei, because he is a general partner of Enterprise Management Partners IV, L.P. , the general partner of Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables. |
7. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to James H. Berglund, because he is a general partner of Enterprise Management Partners IV, L.P., the general partner of Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables. |
8. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to William R. Stensrud, because he is a general partner of Enterprise Management Partners IV, L.P., the general partner of Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables. |
9. The reported shares of Series A Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4 shares of Common Stock per share of Series A Preferred Stock. |
10. Represents 828,000 shares beneficially owned by Enterprise Partners IV, L.P. and 72,000 shares beneficially owned by Enterprise Partners IV Associates, L.P. |
11. The reported shares of Series B Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4139 shares of Common Stock per share of Series B Preferred Stock. |
12. Represents 415,418 shares beneficially owned by Enterprise Partners IV, L.P. and 36,123 shares beneficially owned by Enterprise Partners IV Associates, L.P. |
13. The reported shares of Series C Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4282 shares of Common Stock per share of Series C Preferred Stock. |
14. Represents 148,482 shares beneficially owned by Enterprise Partners IV, L.P. and 12,912 shares beneficially owned by Enterprise Partners IV Associates, L.P. |
15. The reported shares of Series D Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4 shares of Common Stock per share of Series D Preferred Stock. |
16. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV, L.P. |
17. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV-A, L.P. |
18. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to Enterprise Management Partners IV-A, L.P., because it is the general partner of Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables. |
19. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to Andrew E. Senyei, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables. |
20. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to James H. Berglund, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables. |
21. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to William R. Stensrud, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables. |
22. Represents 327,774 shares beneficially owned by Enterprise Partners Annex Fund IV, L.P. and 67,483 shares beneficially owned by Enterprise Annex Fund Partners IV-A, L.P. |
23. The reported shares of Series D-1 Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4 shares of Common Stock per share of Series D-1 Preferred Stock. |
24. Represents 39,333 shares beneficially owned by Enterprise Partners Annex Fund IV, L.P. and 8,098 shares beneficially owned by Enterprise Annex Fund Partners IV-A, L.P. |
25. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 6,616 shares of Common Stock. |
26. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 575 shares of Common Stock. |
27. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 14,839 shares of Common Stock. |
28. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 9,248 shares of Common Stock. |
29. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 1,728 shares of Common Stock. |
30. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 3,055 shares of Common Stock. |
31. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 1,904 shares of Common Stock. |
32. The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 356 shares of Common Stock. |
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Management Partners IV, L.P. | 05/19/2004 | |
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Partners IV, L.P. | 05/19/2004 | |
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Partners IV Associates, L.P. | 05/19/2004 | |
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Management Partners IV-A, L.P. | 05/19/2004 | |
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Partners Annex Fund IV, L.P. | 05/19/2004 | |
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Partners Annex Fund IV-A, L.P. | 05/19/2004 | |
/s/ Kevin O'Boyle, Attorney-in-fact for William R. Stensrud | 05/19/2004 | |
/s/ Kevin O'Boyle, Attorney-in-fact for Andrew E. Senyei | 05/19/2004 | |
/s/ Kevin O'Boyle, Attorney-in-fact for James H. Berglund | 05/19/2004 | |
** 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. |