Statement of Changes in Beneficial Ownership (4)
March 03 2020 - 2:50PM
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).
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
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1. Name and Address of Reporting Person
*
Schmitz Patrick |
2. Issuer Name and Ticker or Trading Symbol
NEVRO CORP
[
NVRO
]
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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) Vice President, Operations |
(Last)
(First)
(Middle)
C/O NEVRO CORP., 1800 BRIDGE PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/28/2020 |
(Street)
REDWOOD CITY, CA 94065
(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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Common Stock | 2/28/2020 | | M | | 19583 | A | $57.89 | 38241 (1) | D | |
Common Stock | 2/28/2020 | | M | | 10833 | A | $87.62 | 49074 (1) | D | |
Common Stock | 2/28/2020 | | M | | 7312 | A | $76.81 | 56386 (1) | D | |
Common Stock | 2/28/2020 | | M | | 5156 | A | $42.30 | 61542 (1) | D | |
Common Stock | 2/28/2020 | | S(2) | | 4604 | D | $126.4693 (3) | 56938 (1) | D | |
Common Stock | 2/28/2020 | | S(2) | | 7404 | D | $127.0628 (4) | 49534 (1) | D | |
Common Stock | 2/28/2020 | | S(2) | | 2758 | D | $128.2530 (5) | 46776 (1) | D | |
Common Stock | 2/28/2020 | | S(2) | | 17205 | D | $129.3381 (6) | 29571 (1) | D | |
Common Stock | 2/28/2020 | | S(2) | | 10313 | D | $130.1326 (7) | 19258 (1) | D | |
Common Stock | 2/28/2020 | | S(2) | | 600 | D | $130.825 (8) | 18658 (1) | D | |
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) | 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 |
Stock Option (Right to Buy) | $57.89 | 2/28/2020 | | M | | | 19583 | (9) | 3/13/2026 | Common Stock | 19583 | $0.00 | 417 | D | |
Stock Option (Right to Buy) | $87.62 | 2/28/2020 | | M | | | 10833 | (10) | 11/15/2026 | Common Stock | 10833 | $0.00 | 2500 | D | |
Stock Option (Right to Buy) | $76.81 | 2/28/2020 | | M | | | 7312 | (11) | 11/13/2027 | Common Stock | 7312 | $0.00 | 5688 | D | |
Stock Option (Right to Buy) | $42.30 | 2/28/2020 | | M | | | 5156 | (12) | 11/26/2028 | Common Stock | 5156 | $0.00 | 11344 | D | |
Explanation of Responses: |
(1) | Includes 11,397 restricted stock units. |
(2) | The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan. |
(3) | The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $125.69 to $126.685, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
(4) | The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $126.695 to $127.69, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
(5) | The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $127.70 to $128.695, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
(6) | The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $128.71 to $129.705, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
(7) | The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $129.72 to $130.65, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
(8) | The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $130.74 to $130.95, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
(9) | 25% of the shares subject to the option vest on the first anniversary measured from March 14, 2016 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest in thirty-six (36) successive and equal monthly installments thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date. |
(10) | 1/48th of the shares subject to the option vest on each monthly anniversary measured from November 5, 2016 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date. |
(11) | 1/48th of the shares subject to the option vest on each monthly anniversary measured from November 14, 2017 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date. |
(12) | 1/48th of the shares subject to the option vest on each monthly anniversary measured from November 27, 2018 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Schmitz Patrick C/O NEVRO CORP. 1800 BRIDGE PARKWAY REDWOOD CITY, CA 94065 |
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| Vice President, Operations |
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Signatures
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/s/ Andrew Galligan, as Attorney-in-Fact for Patrick Schmitz | | 3/3/2020 |
**Signature of Reporting Person | Date |
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