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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

SAWYER PHILIP M 		2. Issuer Name and Ticker or Trading Symbol

Invuity, Inc. [ IVTY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O INVUITY, INC., 444 DE HARO STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/17/2017
(Street)

SAN FRANCISCO, CA 94107
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $6.50   1/17/2017     A      85000         (1) 1/17/2027   Common Stock   85000   $0   85000   D    
Employee Stock Option (right to buy)   $6.50   1/17/2017     A      85000         (2) 1/17/2027   Common Stock   85000   $0   85000   D    

Explanation of Responses:
( 1)  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.
( 2)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SAWYER PHILIP M
C/O INVUITY, INC.
444 DE HARO STREET
SAN FRANCISCO, CA 94107 		X
President and CEO

Signatures
/s/ Nancy Hargreaves, by power of attorney 1/19/2017
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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