Amended Statement of Beneficial Ownership (sc 13d/a)
January 08 2018 - 4:41PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO
FILED
PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE
ACT OF 1934
(Amendment No. 3)*
Invuity,
Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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Discovery Group I, LLC
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300 South Wacker Drive
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Suite 600
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Chicago, Illinois 60606
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Telephone Number: (312) 265-9600
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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January 5, 2018
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note
: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
*
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).
CUSIP No. 46187J205
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1.
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Names of Reporting Persons.
Discovery Equity Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
838,968
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
838,968
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
838,968
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
4.9%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 46187J205
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1.
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Names of Reporting Persons.
Discovery Group I, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
838,968
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
838,968
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
838,968
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
4.9%
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14.
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Type of Reporting Person (See Instructions)
IA
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Item 1.
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Security and Issuer
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This Amendment No. 3 to Schedule 13D (the “
Amendment No. 3
”) relates to the Common Stock, par value $0.001 per share (the “
Common Stock
”), of Invuity, Inc., a Delaware corporation (the “
Company
”), which has its principal executive offices at 444 De Haro Street, San Francisco, CA 94107. This Amendment No. 3 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on August 31, 2017, as amended by Amendment No. 1 thereto filed by Reporting Persons with respect to the Company on September 20, 2017 and as amended by Amendment No. 2 thereto filed by Reporting Persons with respect to the Company on December 15, 2017 (as amended, the “
Schedule 13D
”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 3, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 3.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended
to read in its entirety as follows:
The total purchase price for the 838,968 shares
of Common Stock beneficially owned by the Reporting Persons as of January 5, 2018 was approximately $6,032,135. The source of such
funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in
the ordinary course of business by Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity
Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended
to read in its entirety as follows:
The information concerning percentages of ownership
set forth below is based on
17,139,371
shares of Common Stock outstanding as of November
3
, 2017
in the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended
September 30, 2017
.
Discovery Equity Partners beneficially owns
838,968
shares of Common Stock as of January 5, 2018, which represents
4.9%
of the outstanding Common Stock.
Discovery Group beneficially owns
838,968
shares of Common Stock as of January 5, 2018, which represents
4.9%
of the outstanding
Common Stock.
Discovery
Group is the investment manager of Discovery Equity Partners. Discovery Group exercises ultimate voting and dispositive
power of the securities held by Discovery Equity Partners. As a consequence, Discovery Group may be deemed to share beneficial
ownership of all of the shares of Common Stock owned by Discovery Equity Partners. Voting and disposition decisions at Discovery
Group with respect to the investment of such securities are made by a five-person investment committee (the “
Committee
”)
which makes such investment decisions by majority vote. No member of the Committee may act individually to vote or sell shares
of Common Stock held by Discovery Equity Partners, nor does any such member have a veto right concerning the vote or sale of any
such common stock. Accordingly, no individual member of the Committee is deemed to beneficially own, and each individual member
of the Committee expressly disclaims beneficial ownership of, within the meaning of Rule 13d-3, any shares of Common Stock held
by Discovery Equity Partners solely by virtue of the fact that he or she is a member of the Committee.
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The transactions in Common Stock effected by
the Reporting Persons since those reported in the Schedule 13D filed by the Reporting Persons on December 15, 2017 are set out
in
Exhibit 1
hereto.
The Reporting Persons ceased to be beneficial
owners of more than five percent of the Common Stock on January 5, 2018.
No person other than
Discovery
Equity Partners
is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Schedule 13D is hereby amended
to read in its entirety as follows:
There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons
and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery
Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the Reporting Persons
with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with
respect to this Amendment No. 3 included as
Exhibit 2
to this Amendment No. 3, and the Power of Attorney granted by
Michael R. Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Power of Attorney
is included as
Exhibit 3
to this Amendment No. 3.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1: List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on December 15, 2017.
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Exhibit 2: Joint Filing Agreement dated as of January 8
, 2018
, by and between
Discovery Equity Partners and
Discovery Group.
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Exhibit 3: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
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Signature
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.
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January 8, 2018
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Date
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DISCOVERY EQUITY PARTNERS, L.P.
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By:
Michael R. Murphy
*
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Signature
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Michael R. Murphy
, Manager
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Name/Title
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DISCOVERY GROUP I, LLC
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By:
Michael R. Murphy
*
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Signature
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Michael R. Murphy
, Manager
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Name/Title
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*By: /s/ Mark Buckley
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Mark Buckley
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Attorney-in-Fact for
Michael R. Murphy
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Exhibit Index
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Exhibit 1
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List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on December 15, 2017.
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Exhibit 2
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Joint Filing Agreement dated as of January 8, 2018, by and between
Discovery Equity Partners
and Discovery Group.
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Exhibit 3
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Power of Attorney of
Michael R. Murphy
, dated as of April 28, 2008.
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