SEC Form 4 · accession 0001209191-15-008870
NUVASIVE INC · NUVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick Miles
Officer — President and COO
Period of report
Feb 1, 2015
Accepted (ET)
Feb 3, 2015 · 4:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001142596
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 1, 2015 | A | 48,115 | $0.00 | A | 97,088 | D | |
| Common StockF3,F2 | Feb 1, 2015 | F | 25,106 | $46.32 | D | 71,982 | D | |
| Common StockF4,F2 | Feb 1, 2015 | A | 12,021 | $0.00 | A | 84,003 | D | |
| Common StockF5,F2 | Feb 1, 2015 | F | 6,272 | $46.32 | D | 77,731 | D | |
| Common StockF6,F2 | Feb 1, 2015 | A | 9,165 | $0.00 | A | 86,896 | D | |
| Common StockF7,F2 | Feb 1, 2015 | F | 4,782 | $46.32 | D | 82,114 | D | |
| Common StockF8,F2 | Feb 1, 2015 | A | 5,304 | $0.00 | A | 87,418 | D | |
| Common StockF9,F2 | Feb 1, 2015 | F | 2,767 | $46.32 | D | 84,651 | D | |
| Common StockF2 | Feb 2, 2015 | M | 9,491 | $26.62 | A | 94,142 | D | |
| Common StockF10,F2 | Feb 2, 2015 | F | 7,582 | $45.93 | D | 86,560 | D | |
| Common StockF2 | Feb 2, 2015 | M | 22,396 | $27.46 | A | 108,956 | D | |
| Common StockF10,F2 | Feb 2, 2015 | F | 18,088 | $45.93 | D | 90,868 | D | |
| Common StockF2 | Feb 2, 2015 | M | 64,246 | $32.80 | A | 155,114 | D | |
| Common StockF10,F2 | Feb 2, 2015 | F | 55,463 | $45.93 | D | 99,651 | D | |
| Common StockF11,F12,F2 | Feb 3, 2015 | S | 15,000 | $45.5335 | D | 84,651 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F13 | $26.62 | Feb 2, 2015 | M | 9,491 | A | — | Jan 3, 2021 | Common Stock | 9,491 | 0 | D |
| Employee Stock Option (Right to Buy)F14 | $27.46 | Feb 2, 2015 | M | 22,396 | A | — | Jan 28, 2021 | Common Stock | 22,396 | 0 | D |
| Employee Stock Option (Right to Buy)F15 | $32.80 | Feb 2, 2015 | M | 64,246 | A | — | Jan 4, 2020 | Common Stock | 64,246 | 0 | D |
Explanation of responses
- F1Settlement of the remaining one-half of the Performance Restricted Stock Units (PRSUs) granted on March 1, 2013. The performance criteria for such PRSUs was confirmed by the Issuer's Compensation Committee on January 24, 2014.
- F10Payment of exercise price and tax liability by Issuer's withholding of shares incident to the respective option exercise.
- F11The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on November 7, 2014, which is intended to comply with Rule 10b5-1.
- F12Weighted average from 54 transactions with prices ranging from $45.2100 to $45.9750. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares sold at each separate price.
- F13The option, representing a right to purchase a total of 91,248 shares, became exercisable as follows: 25% of the shares vested on January 3, 2012; 1/48th of the remaining shares vested monthly thereafter so that all shares were fully vested as of January 3, 2015, subject to continued employment through each vesting period.
- F14The option, representing a right to purchase a total of 24,479 shares, became exercisable as follows: 25% of the shares vested on January 28, 2012; the remaining shares vested monthly thereafter so that all shares were fully vested as of January 28, 2015, subject to continued employment through each vesting period.
- F15The option, representing a right to purchase a total of 122,395 shares, became exercisable as follows: 25% of the shares vested on January 4, 2011; the remaining shares vested monthly thereafter so that all shares were fully vested as of January 4, 2014, subject to continued employment through each vesting period.
- F2Shares directly held by the Reporting Person. The Reporting Person also holds conditional rights to receive or purchase (as appropriate) shares pursuant to previously disclosed Company equity awards.
- F3Shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting/settlement of PRSUs dated March 1, 2013.
- F4Settlement of vested shares under Restricted Stock Unit grant dated February 13, 2012.
- F5Shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting/settlement of Restricted Stock Unit awards dated February 13, 2012.
- F6Settlement of vested shares under Restricted Stock Unit grant dated February 26, 2013.
- F7Shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting/settlement of Restricted Stock Unit awards dated February 26, 2013.
- F8Settlement of vested shares under Restricted Stock Unit grant dated February 19, 2014.
- F9Shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting/settlement of Restricted Stock Unit awards dated February 19, 2014.