Statement of Changes in Beneficial Ownership (4)
January 19 2017 - 4:00PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Mackaness James H
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2. Issuer Name
and
Ticker or Trading Symbol
Invuity, Inc.
[
IVTY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O INVUITY, INC., 444 DE HARO STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/17/2017
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(Street)
SAN FRANCISCO, CA 94107
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$6.50
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1/17/2017
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A
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40000
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(1)
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1/17/2027
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Common Stock
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40000
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$0
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40000
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D
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Employee Stock Option (right to buy)
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$6.50
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1/17/2017
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A
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40000
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(2)
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1/17/2027
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Common Stock
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40000
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$0
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40000
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D
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Explanation of Responses:
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(
1)
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The option vests and becomes exercisable over the course of a four-year period after January 1, 2017 (the "Vesting Period") only if (a) the average closing price per share of the Issuer's shares on the NASDAQ Global Market over a 60-trading day period meets or exceeds $12.00 per share or (b) the Issuer is sold and the acquisition price per share of the Issuer's shares meets or exceeds $12.00 per share (either (a) or (b), the "Price Hurdle") within a three-year period after the Transaction Date (the "Performance Period"). Upon achievement of the Price Hurdle during the Performance Period, a pro rata portion of the options shall vest immediately, with the remainder to vest in equal monthly installments for the remainder of the Vesting Period, subject to the Reporting Person continuing as a service provider through each vesting date. If the Price Hurdle is not achieved during the Performance Period, the option shall be cancelled.
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(
2)
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The option vests and becomes exercisable as to one-forty-eighth of the shares on February 1, 2017 and each one-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Mackaness James H
C/O INVUITY, INC.
444 DE HARO STREET
SAN FRANCISCO, CA 94107
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Chief Financial Officer
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Signatures
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/s/ Nancy Hargreaves, by power of attorney
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1/19/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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.
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