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 *

Schmitz Patrick
2. Issuer Name and Ticker or Trading Symbol

NEVRO CORP [ NVRO ]
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)
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
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)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Schmitz Patrick
C/O NEVRO CORP.
1800 BRIDGE PARKWAY
REDWOOD CITY, CA 94065


Vice President, Operations

Signatures
/s/ Andrew Galligan, as Attorney-in-Fact for Patrick Schmitz3/3/2020
**Signature of Reporting PersonDate

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