Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 3:46PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
Nevro Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class
of Securities)
64157F103
(CUSIP Number)
December 31, 2016
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1 of 12
Exhibit Index on Page 11
CUSIP No: 64157F103
|
Page
2
of 12
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Arch Partners IV, L.P. (“TAP IV”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,168,321 shares, except that Three Arch Management IV, L.L.C. (“TAM IV”), the general partner of TAP IV, may be deemed to have sole power to vote these shares; and Mark A. Wan (“Wan”) and Wilfred E. Jaeger (“Jaeger”), the managing members of TAM IV, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5
|
7
|
SOLE DISPOSITIVE POWER
1,168,321 shares, except that TAM IV, general partner of TAP IV, may be deemed to have sole power to dispose of these shares; and Wan and Jaeger, the managing members of TAM IV, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,168,321
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.1%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP No: 64157F103
|
Page
3
of 12
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Arch Associates IV, L.P. (“TAA IV”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
25,797 shares, except that TAM IV, general partner of TAA IV, may be deemed to have sole power to vote these shares; and Wan and Jaeger, the managing members of TAM IV, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5
|
7
|
SOLE DISPOSITIVE POWER
25,797 shares, except that TAM IV, general partner of TAA IV, may be deemed to have sole power to dispose of these shares; and Wan and Jaeger, the managing members of TAM IV, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
25,797
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.1%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP No: 64157F103
|
Page
4
of 12
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Arch Management IV, L.L.C. (“TAM IV”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,194,118 shares, of which 1,168,321 are directly owned by TAP IV and 25,797 are directly owned by TAA IV. TAM IV, the general partner of TAP IV and TAA IV, may be deemed to have sole power to vote these shares, and Wan and Jaeger, the managing members of TAM IV, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5
|
7
|
SOLE DISPOSITIVE POWER
1,194,118 shares, of which 1,168,321 are directly owned by TAP IV and 25,797 are directly owned by TAA IV. TAM IV, the general partner of TAP IV and TAA IV, may be deemed to have sole power to dispose of these shares, and Wan and Jaeger, the managing members of TAM IV, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,194,118
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.2%
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
CUSIP No: 64157F103
|
Page
5
of 12
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark
A. Wan (“Wan”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares.
|
6
|
SHARED VOTING POWER
1,194,118 shares, of which 1,168,321 are directly owned by TAP IV and 25,797 are directly owned by TAA IV. TAM IV, the general partner of each of TAP IV and TAA IV, may be deemed to have the sole power to vote the shares held by TAP IV and TAA IV. Wan is a managing member of TAM IV, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
1,194,118 shares, of which 1,168,321 are directly owned by TAP IV and 25,797 are directly owned by TAA IV. TAM IV, the general partner of each of TAP IV and TAA IV, may be deemed to have the sole power to dispose of the shares held by TAP IV and TAA IV. Wan is a managing member of TAM IV, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,194,118
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.2%
|
12
|
TYPE OF REPORTING PERSON*
|
IN
|
CUSIP No: 64157F103
|
Page
6
of 12
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wilfred
E. Jaeger (“Jaeger”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares.
|
6
|
SHARED VOTING POWER
1,194,118 shares, of which 1,168,321 are directly owned by TAP IV and 25,797 are directly owned by TAA IV. TAM IV, the general partner of each of TAP IV and TAA IV, may be deemed to have the sole power to vote the shares held by TAP IV and TAA IV. Jaeger is a managing member of TAM IV, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
1,194,118 shares, of which 1,168,321 are directly owned by TAP IV and 25,797 are directly owned by TAA IV. TAM IV, the general partner of each of TAP IV and TAA IV, may be deemed to have the sole power to dispose of the shares held by TAP IV and TAA IV. Jaeger is a managing member of TAM IV, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,194,118
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.2%
|
12
|
TYPE OF REPORTING PERSON*
|
IN
|
CUSIP No: 64157F103
|
Page
7
of 12
|
This Amendment No. 2 amends the statement
on Schedule 13G filed by
Three Arch Partners IV, L.P. (“TAP IV”), Three Arch Associates
IV, L.P. (“TAA IV”), Three Arch Management IV, L.L.C. (“TAM IV”), Mark A. Wan (“Wan”) and Wilfred
E. Jaeger (“Jaeger”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
|
ITEM 1(A).
|
NAME OF ISSUER
|
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
|
|
Wan and Jaeger are the sole managing members of TAM IV, the sole general partner of TAP IV and TAA IV. TAA IV invests alongside
TAP IV in all investments made by TAP IV.
|
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting Persons
is:
Three Arch Partners
19 South B Street, Suite 14
San Mateo, CA 94401
Wan and Jaeger are United States citizens. TAP IV and TAA
IV are limited partnerships organized under the laws of the State of Delaware. TAM IV is a limited liability company organized
under the laws of the State of Delaware.
|
ITEM 2 (D).
|
TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
|
|
|
Common Stock, $0.001 par value per share
|
CUSIP No: 64157F103
|
Page
8
of 12
|
|
|
The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 28,765,282
shares of Common Stock outstanding as of October 31, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2016.
|
|
|
The following information with respect to the ownership of the ordinary shares of the issuer by the Reporting Persons filing
this Statement is provided as of December 31, 2016:
|
|
(a)
|
Amount beneficially owned
:
|
See Row 9 of cover page for each Reporting
Person.
See Row 11 of cover page for each Reporting
Person.
|
(c)
|
Number of shares as to which such person has
:
|
|
(i)
|
Sole power to vote or to direct the vote
:
|
See Row 5 of cover page for each Reporting
Person.
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of cover page for each Reporting
Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of
:
|
See Row 7 of cover page for each Reporting
Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of
:
|
See Row 8 of cover page for each Reporting
Person.
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following:
x
Yes
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
.
|
|
|
Under certain circumstances set forth in the limited partnership agreements of TAP IV and TAA IV and the limited liability
company agreements of TAM IV, the general and limited partners of each such entity may be deemed to have the right to receive dividends
from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.
|
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
|
CUSIP No: 64157F103
|
Page
9
of 12
|
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
.
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
.
|
CUSIP No: 64157F103
|
Page
10
of 12
|
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2017
|
THREE ARCH PARTNERS IV, L.P.
|
|
|
|
By:
|
Three Arch Management IV, L.L.C.
|
|
|
|
|
By:
|
/s/ Steve Agelopoulos
|
|
|
Steve Agelopoulos, by Power of Attorney
|
|
|
|
|
THREE ARCH ASSOCIATES IV, L.P.
|
|
|
|
By:
|
Three Arch Management IV, L.L.C.
|
|
|
|
|
By:
|
/s/ Steve Agelopoulos
|
|
|
Steve Agelopoulos, by Power of Attorney
|
|
|
|
|
THREE ARCH MANAGEMENT IV, L.L.C.
|
|
|
|
By:
|
/s/ Steve Agelopoulos
|
|
|
Steve Agelopoulos, by Power of Attorney
|
|
|
|
|
MARK A. WAN
|
|
|
|
By:
|
/s/ Steve Agelopoulos
|
|
|
Steve Agelopoulos, by Power of Attorney
|
|
|
|
|
WILFRED E. JAEGER
|
|
|
|
By:
|
/s/ Steve Agelopoulos
|
|
|
Steve Agelopoulos, by Power of Attorney
|
CUSIP No: 64157F103
|
Page
11
of 12
|
EXHIBIT
INDEX
|
|
Found on
Sequentially
|
Exhibit
|
|
Numbered Page
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
12
|
CUSIP No: 64157F103
|
Page
12
of 12
|
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Nevro Corp. shall be filed on behalf
of each of the Reporting Persons and that this Agreement shall be filed as an exhibit to such Schedule 13G. Note that copies of
the applicable Agreement of Joint Filing are already on file with the appropriate agencies.
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