As filed with the Securities and Exchange Commission on February 23, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEVRO CORP.

(Exact name of registrant as specified in its charter)

Delaware	56-2568057
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1800 Bridge Parkway

Redwood City, CA 94065

(Address of Principal Executive Offices) (Zip Code)

2014 Equity Incentive Award Plan

2014 Employee Stock Purchase Plan

(Full title of the plan)

D. Keith Grossman

Chief Executive Officer

Nevro Corp.

1800 Bridge Parkway

Redwood City, CA 94065

(Name and address of agent for service)

(650) 251-0005

(Telephone number, including area code, of agent for service)

Copies to:
Brian J. Cuneo, Esq. Phillip S. Stoup, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600	Kashif Rashid, Esq. General Counsel Nevro Corp. 1800 Bridge Parkway Redwood City, CA 94065 (650) 251-0005

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,401,066 shares of the Registrant’s common stock issuable under the following employee benefit plans for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-200145, 333-202857, 333-209816, 333-216206, 333-223159, 333-229778, 333-236632 and 333-253467) is effective: the 2014 Equity Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,401,066 shares of common stock

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON

FORM S-8

Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (File Nos. 333-200145, 333-202857, 333-209816, 333-216206, 333-223159, 333-229778, 333-236632 and 333-253467 are incorporated by reference herein.

EXHIBIT INDEX

Exhibit Number	Description of Document	Incorporated by Reference				Filed Herewith
		Form	Date	Number
4.1	Amended and Restated Certificate of Incorporation.	8-K	11/12/2014		3.1
4.1(b)	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Nevro Corp.	8-K	5/24/2019		3.1
4.2	Amended and Restated Bylaws.	8-K	11/12/2014		3.2
4.2(b)	Amendment to Amended and Restated Bylaws of Nevro Corp.	8-K	5/24/2019		3.2
4.3	Form of Common Stock Certificate.	S-1/A	10/27/2014		4.2
5.1	Opinion of Latham & Watkins LLP.					X
23.1	Consent of Independent Registered Public Accounting Firm.					X
23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1).					X
24.1	Power of Attorney. Reference is made to the signature page to the Registration Statement.					X
99.1(a)#	Nevro Corp. 2014 Equity Incentive Award Plan.	S-8	11/12/2014		99.2(a)
99.1(b)#	Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan.	S-1/A	10/10/2014		10.9(b)
99.1(c)#	Form of Restricted Stock Award Agreement and Restricted Stock Award Grant Notice under the 2014 Equity Incentive Award Plan.	S-1/A	10/10/2014		10.9(c)
99.1(d)#	Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Grant Notice under the 2014 Equity Incentive Award Plan.	S-1/A	10/10/2014		10.9(d)
99.1(e)#	Form of Performance Stock Award Agreement and Performance Stock Award Grant Notice under the 2014 Equity Incentive Award Plan.	10-Q	5/5/2020		10.1
99.2#	Nevro Corp. 2014 Employee Stock Purchase Plan.	S-8	11/12/2014		99.3
107.1	Filing Fee Table.					X

# Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on this 23rd day of February, 2022.

NEVRO CORP.
By:	/s/ D. KEITH GROSSMAN
Name:	D. Keith Grossman
Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints D. Keith Grossman and Roderick H. MacLeod, and each of them, as attorneys-in-fact, each with the power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ D. KEITH GROSSMAN D. Keith Grossman	President and Chief Executive Officer (Principal Executive Officer)	February 23, 2022
/s/ RODERICK H. MACLEOD Roderick H. MacLeod	Chief Financial Officer (Principal Financial and Accounting Officer)	February 23, 2022
/s/ MICHAEL DEMANE Michael DeMane	Lead Director	February 23, 2022
/s/ FRANK FISCHER Frank Fischer	Director	February 23, 2022
/s/ SRI KOSARAJU Sri Kosaraju	Director	February 23, 2022
/s/ SHAWN T MCCORMICK Shawn T McCormick	Director	February 23, 2022
/s/ KEVIN O’BOYLE Kevin O’Boyle	Director	February 23, 2022
/s/ KAREN PRANGE	Director	February 23, 2022
Karen Prange
/s/ SUSAN E. SIEGEL	Director	February 23, 2022
Susan E. Siegel
/s/ BRAD H. VALE	Director	February 23, 2022
Brad H. Vale, Ph.D., D.V.M.
/s/ ELIZABETH WEATHERMAN Elizabeth Weatherman	Director	February 23, 2022