Edgar Filing: NEVRO CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BAY CITY CAPITAL LLC

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

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former 10% Beneficial Owner

(Last)

(First)

(Middle)

750 BATTERY STRET, SUITE 400

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2014

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/12/2014		C		1,272,841 ⁽¹⁾ ⁽²⁾	A	⁽²⁾	1,296,293 ⁽¹⁾	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	11/12/2014		C		682,826 ⁽¹⁾ ⁽⁵⁾	A	⁽⁵⁾	1,979,119 ⁽¹⁾	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	11/12/2014		C		191,314 ⁽¹⁾ ⁽⁶⁾	A	⁽⁶⁾	2,170,433 ⁽¹⁾	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	11/12/2014		C		27,435 ⁽¹⁾ ⁽²⁾	A	⁽²⁾	27,940 ⁽¹⁾	I	See footnotes ⁽⁷⁾ ⁽⁴⁾
Common Stock	11/12/2014		C		14,718 ⁽¹⁾ ⁽⁵⁾	A	⁽⁵⁾	42,658 ⁽¹⁾	I	See footnotes ⁽⁷⁾ ⁽⁴⁾
Common Stock	11/12/2014		C		4,123 ⁽¹⁾ ⁽⁶⁾	A	⁽⁶⁾	46,781 ⁽¹⁾	I	See footnotes ⁽⁷⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽²⁾

11/12/2014

1,272,841 ⁽¹⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

1,272,841 ⁽¹⁾ ⁽²⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series B Preferred Stock

⁽⁵⁾

11/12/2014

682,826 ⁽¹⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

682,826 ⁽¹⁾ ⁽⁵⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series C Preferred Stock

⁽⁶⁾

11/12/2014

191,314 ⁽¹⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

191,314 ⁽¹⁾ ⁽⁶⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series A Preferred Stock

⁽²⁾

11/12/2014

27,435 ⁽¹⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

27,435 ⁽¹⁾ ⁽²⁾

$ 0

See footnotes ⁽⁷⁾ ⁽⁴⁾

Series B Preferred Stock

⁽⁵⁾

11/12/2014

14,718 ⁽¹⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

14,718 ⁽¹⁾ ⁽⁵⁾

$ 0

See footnotes ⁽⁷⁾ ⁽⁴⁾

Series C Preferred Stock

⁽⁶⁾

11/12/2014

4,123 ⁽¹⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

4,123 ⁽¹⁾ ⁽⁶⁾

$ 0

See footnotes ⁽⁷⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BAY CITY CAPITAL LLC 750 BATTERY STRET, SUITE 400 SAN FRANCISCO, CA 94111				Former 10% Beneficial Owner
Bay City Capital Management IV LLC 750 BATTERY STRET, SUITE 400 SAN FRANCISCO, CA 94111				Former 10% Beneficial Owner
Bay City Capital Fund IV, L.P. 750 BATTERY STRET, SUITE 400 SAN FRANCISCO, CA 94111				Former 10% Beneficial Owner
BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP 750 BATTERY STRET, SUITE 400 SAN FRANCISCO, CA 94111				Former 10% Beneficial Owner

Signatures

Bay City Capital LLC /s/ Carl Goldfischer, Managing Director		11/12/2014
^**Signature of Reporting Person		Date
Bay City Capital Management IV, LLC By: Bay City Capital LLC its Manager /s/ Carl Goldfischer, Managing Director		11/12/2014
^**Signature of Reporting Person		Date
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		11/12/2014
^**Signature of Reporting Person		Date
Bay City Capital Fund IV Co-Investment Fund LP By: Bay City Capital Management IV, LLC its General Partner By: Bay City Capital LLC its Manager /s/ Carl Goldfischer, Managing Director		11/12/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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)	Each share of Series A Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
(3)	Shares held by Bay City Capital Fund IV, 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)	Each share of Series B Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
(6)	Each share of Series C Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
(7)	Shares held by Bay City Capital Fund IV Co-Investment Fund, L.P.
(8)	The shares are immediately convertible.
(9)	The shares do not have an expiration date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.