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^*

Truetzel David W.

(Last)

(First)

(Middle)

C/O AMEDICA CORPORATION, 1885 WEST 2100

(Street)

SALT LAKE CITY

84119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/12/2014

3. Issuer Name and Ticker or Trading Symbol
AMEDICA Corp [ AMDA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	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)

X	Form filed by One Reporting Person
	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	3,297⁽¹⁾	D

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)
Warrant to Purchase Shares of Common Stock	⁽²⁾	⁽²⁾	Common Stock	1,212	⁽²⁾	I	By Truetzel Revocable Trust⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	2,779⁽³⁾	⁽³⁾	I	See Footnote⁽⁴⁾
Series E Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	337⁽⁵⁾	⁽⁵⁾	D
Series E Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	8,285⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽⁴⁾
Series F Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	15,625⁽⁶⁾	⁽⁶⁾	I	By Truetzel Revocable Trust⁽²⁾

Explanation of Responses:

1. Consists of 3,297 restricted stock units, each of which represents a contingent right to receive one share of Issuer's Common Stock. The restricted stock units vest on the earlier of a change in control or the date of the expiration of the lock up period imposed on the Reporting Person after completion of the closing of the underwritten initial public offering of shares of the Issuer's Common Stock.

2. The warrant is held by Truetzel Revocable Trust, to which the Reporting Person and his spouse are the sole beneficiaries. The warrant has and exercise price of $25.77 per share of Common Stock and is exercisable at any time and expires on August 30, 2018.

3. The Series C Convertible Preferred Stock was issued on February 24, 2006 and is convertible at any time and converts automatically upon the closing of a Qualified Public Offering as defined in Section 2(c) of the Certificate of Designation, Preferences, and Rights of Series C Convertible Preferred Stock of Amedica Corporation dated February 24, 2006, on a 1.1206-for-1 basis, and such conversion rate is reflected in the amount of securities underlying the security.

4. Shares held by Spinal Management, LLC, of which the Reporting Person is a 50% member. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein.

5. Upon the closing of the Issuer's initial public offering of shares of its Common Stock, each share of Series E Convertible Preferred Stock will convert into 1.1363 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series E Convertible Preferred Stock of the Issuer. This conversion is reflected in column 3 in the amount of securities underlying the derivative securities.

6. Upon the closing of the Issuer's initial public offering of shares of its Common Stock, each share of Series F Convertible Preferred Stock will convert into 6.44370 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series F Convertible Preferred Stock of the Issuer. This conversion is reflected in column 3 in the amount of securities underlying the derivative securities.

Remarks:

	/s/ Jonathan Ursprung	02/12/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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