-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LkZHYaO3CLlJaXZMetg6djXOp87a2LLHGtcQNZSR2y18T5K5geqka6lBqx6TzMV6 Q4RhgumQ6DxjjMPNmWQAlw== 0001179110-04-010934.txt : 20040519 0001179110-04-010934.hdr.sgml : 20040519 20040519164840 ACCESSION NUMBER: 0001179110-04-010934 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040518 FILED AS OF DATE: 20040519 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NUVASIVE INC CENTRAL INDEX KEY: 0001142596 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330768598 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 10065 OLD GROVE RD CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 8582717070 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LACOB JOSEPH CENTRAL INDEX KEY: 0001215490 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50744 FILM NUMBER: 04819123 BUSINESS ADDRESS: STREET 1: 2200 W CYPRESS CREEK ROAD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9543512120 4 1 edgar.xml FORM 4 - X0202 4 2004-05-18 0 0001142596 NUVASIVE INC NUVA 0001215490 LACOB JOSEPH KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD MENLO PARK CA 94025 1 0 0 0 Series A Preferred Stock 2004-05-18 4 C 0 2250000 D 0 I See footnotes Common Stock 2004-05-18 4 C 0 900000 A 0 I See footnotes Series B Preferred Stock 2004-05-18 4 C 0 1090909 D 0 I See footnotes Common Stock 2004-05-18 4 C 0 451541 A 0 I See footnotes Series C Preferred Stock 2004-05-18 4 C 0 376923 D 0 I See footnotes Common Stock 2004-05-18 4 C 0 161393 A 0 I See footnotes Series D Preferred Stock 2004-05-18 4 C 0 988143 D 0 I See footnotes Common Stock 2004-05-18 4 C 0 395257 A 0 I See footnote Series D-1 Preferred Stock 2004-05-18 4 C 0 664177 D 0 I See footnotes Common Stock 2004-05-18 4 C 0 265671 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 45104 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 3720 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 49634 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 6797 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 10542 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 1969 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 2615 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 216 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 2877 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 395 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 611 A 0 I See footnotes Common Stock 2004-05-18 4 C 0 114 A 2298456 I See footnotes Warrant (Right to Purchase Common Stock) .63 2004-05-18 4 X 0 47820 .63 D 2002-07-11 2009-07-11 Common Stock 47820 0 I See footnotes Warrant (Right to Purchase Common Stock) .63 2004-05-18 4 X 0 3944 .63 D 2002-07-29 2009-07-11 Common Stock 3944 0 I See footnotes Warrant (Right to Purchase Common Stock) .63 2004-05-18 4 X 0 52624 .63 D 2003-07-19 2009-07-11 Common Stock 52624 0 I See footnotes Warrant (Right to Purchase Series B Preferred Stock) 2.75 2004-05-18 4 X 0 41467 2.75 D 1999-10-13 2004-10-13 Series B Preferred Stock 41467 0 I See footnotes Warrant (Right to Purchase Series D Preferred Stock) 2.53 2004-05-18 4 X 0 62006 2.53 D 2001-02-14 2006-02-14 Series D Preferred Stock 62006 0 I See footnotes Warant (Right to Purchase Series D Preferred Stock) 2.53 2004-05-18 4 X 0 11584 2.53 D 2001-04-12 2006-04-12 Series D Preferred Stock 11584 0 I See footnotes Warrant (Right to Purchase Common Stock) .63 2004-05-18 4 X 0 2772 .63 D 2002-07-11 2009-07-11 Common Stock 2772 0 I See footnote Warrant (Right to Purchase Common Stock) .63 2004-05-18 4 X 0 229 .63 D 2002-07-29 2009-07-11 Common Stock 229 0 I See footnotes Warrant (Right to Purchase Common Stock) .63 2004-05-18 4 X 0 3050 .63 D 2003-06-19 2010-06-19 Common Stock 3050 0 I See footnotes Warrant (Right to Purchase Series B Preferred Stock) 2.75 2004-05-18 4 X 0 2405 2.75 D 1999-10-13 2004-10-13 Series B Preferred Stock 2405 0 I See footnotes Warrant (Right to Purchase Series D Preferred Stock) 2.53 2004-05-18 4 X 0 3595 2.53 D 2001-02-14 2006-02-14 Series D Preferred Stock 3595 0 I See footnotes Warrant (Right to Purchase Series D Preferred Stock) 2.53 2004-05-18 4 X 0 672 2.53 D 2001-04-12 2006-04-12 Series D Preferred Stock 672 0 I See footnotes Per SEC Instruction, column left blank. 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. Represents 2,020,361 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., 112,500 shares beneficially owned by KPCB Life Sciences Zaibatsu Fund II, L.P. and 117,139 shares beneficially owned by KPCB VIII Founders Fund, L.P. Represents 808,144 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., 45,000 shares beneficially owned by KPCB Life Sciences Zaibatsu Fund II, L.P. and 46,856 shares beneficially owned by KPCB VIII Founders Fund, L.P. 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. Represents 1,031,127 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., and 59,782 shares beneficially owned by KPCB VIII Founders Fund, L.P. Represents 426,797 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., and 24,744 shares beneficially owned by KPCB VIII Founders Fund, L.P. 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. Represents 356,268 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., and 20,655 shares beneficially owned by KPCB VIII Founders Fund, L.P. Represents 152,549 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P., and 8,844 shares beneficially owned by KPCB VIII Founders Fund, L.P. 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. Represents 933,993 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P. and 54,150 shares beneficially owned by KPCB VIII Founders Fund, L.P. Represents 373,597 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P. and 21,660 shares beneficially owned by KPCB VIII Founders Fund, L.P. 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. Represents 627,780 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P. and 36,397 shares beneficially owned by KPCB VIII Founders Fund, L.P. Represents 251,112 shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P. and 14,559 shares beneficially owned by KPCB VIII Founders Fund, L.P. Mr. Lacob is a general partner of KPCB VIII Associates, L.P., a California limited partnership ("KPCB VIII Associates"). KPCB VIII Associates is the general partner of Kleiner Perkins Caufield & Byers VIII, L.P., a California limited partnership ("KPCB VIII") and KPCB VIII Founders Fund, L.P., a California limited partnership ("KPCB VIII FF"). Mr. Lacob is also a general partner of KPCB VII Associates, L.P., a California limited partnership ("KPCB VII Associates"). KPCB VII Associates is the general partner of KPCB Life Sciences Zaibatsu Fund II, L.P., a California limited partnership ("KPCB Life"). Mr. Lacob disclaims beneficial ownership of these shares and warrants held directly by KPCB VIII, KPCB VIII FF, and KPCB Life, except to the extent of any indirect pecuniary interest in his distributive share therein. 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 45,104 shares of Common Stock. Represents shares beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P. 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 3,720 shares of Common Stock. 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 49,634 shares of Common Stock. 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 6,797 shares of Common Stock. 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 10,542 shares of Common Stock. 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 1,969 shares of Common Stock. 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 2,615 shares of Common Stock. Represents shares beneficially owned by KPCB VIII Founders Fund, L.P. 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 216 shares of Common Stock. 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 2,877 shares of Common Stock. 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 395 shares of Common Stock. 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 611 shares of Common Stock. 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 114 shares of Common Stock. Represents warrants beneficially owned by Kleiner Perkins Caufield & Byers VIII, L.P. Represents warrants beneficially owned by KPCB VIII Founders Fund, L.P. /s/ Kevin O'Boyle, Attorney-in-fact 2004-05-19 EX-24 2 ex24lacob.txt POA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Alexis V. Lukianov and Kevin C. O'Boyle, and each of them individually, his true and lawful attorney-in- fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% or greater stockholder of NuVasive, Inc. (the "Company"), any and all Form 3, 4 and 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 report and timely file such report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 and 5 reports with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of May, 2004. /s/ Joseph S. Lacob Signature Joseph S. Lacob Print Name /s/ Joseph S. Lacob Signature Joseph S. Lacob, on behalf of Print Name KPCB VII Associates, L.P. KPCB Life Sciences Zaibatsu Fund II, L.P. Kleiner Perkins Caufield & Byers VIII, L.P. KPCB VIII Founders Fund, L.P. KPCB VIII Associates, L.P. -----END PRIVACY-ENHANCED MESSAGE-----