SEC Form 4 · accession 0001209191-15-055337
Invuity, Inc. · IVTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 18, 2015
Accepted (ET)
Jun 22, 2015 · 3:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001393020
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 18, 2015 | C | 414,047 | — | A | 414,047 | I | See Footnotes |
| Common StockF4,F2,F5 | Jun 18, 2015 | C | 320,389 | — | A | 734,436 | I | See Footnotes |
| Common StockF6,F2,F7 | Jun 18, 2015 | C | 207,955 | — | A | 942,391 | I | See Footnotes |
| Common StockF8,F2,F9 | Jun 18, 2015 | C | 19,308 | — | A | 961,699 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF2,F10,F1 | — | Jun 18, 2015 | C | 348,585 | D | — | — | Common Stock | 414,047 | 0 | I |
| Series C Preferred StockF2,F11,F4 | — | Jun 18, 2015 | C | 301,180 | D | — | — | Common Stock | 320,389 | 0 | I |
| Series D Preferred StockF2,F12,F6 | — | Jun 18, 2015 | C | 206,137 | D | — | — | Common Stock | 207,955 | 0 | I |
| Series E Preferred StockF2,F13,F8 | — | Jun 18, 2015 | C | 18,789 | D | — | — | Common Stock | 19,308 | 0 | I |
Explanation of responses
- F1348,585 outstanding shares of Series B Preferred Stock automatically converted into 414,047 shares of Common Stock, on a 1.18779522532874 -for-one basis, immediately prior to the closing of the Issuer's initial public offering of Common Stock and had no expiration date.
- F10KPCB XII owns 310,101 shares. KPCB XII Founders owns 5,926 shares. Excludes 32,558 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
- F11KPCB XII owns 269,617 shares. KPCB XII Founders owns 3,433 shares. Excludes 28,130 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
- F12KPCB XII owns 184,534 shares. KPCB XII Founders owns 2,350 shares. Excludes 19,253 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
- F13KPCB XII owns 16,820 shares. KPCB XII Founders owns 214 shares. Excludes 1,755 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
- F2The managing member of Kleiner Perkins Caufield & Byers XII, LLC ("KPCB XII") and KPCB XII Founders Fund, LLC ("KPCB XII Founders") is KPCB XII Associates, LLC ("XII Associates"). The voting and dispositive control over the shares is shared by individual managing directors of XII Associates, none of whom has veto power.
- F3KPCB XII owns 368,336 shares. KPCB XII Founders owns 7,039 shares. Excludes 38,672 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
- F4301,180 outstanding shares of Series C Preferred Stock automatically converted into 320,389 shares of Common Stock, on a 1.06378132118451-for-one basis, immediately prior to the closing of the Issuer's initial public offering of Common Stock and had no expiration date.
- F5KPCB XII owns 655,149 shares. KPCB XII Founders owns 10,691 shares. Excludes 68,596 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
- F6206,137 outstanding shares of Series D Preferred Stock automatically converted into 207,955 shares of Common Stock, on a 1.008821799-for-one basis, immediately prior to the closing of the Issuer's initial public offering of Common Stock and had no expiration date.
- F7KPCB XII owns 841,311 shares. KPCB XII Founders owns 13,061 shares. Excludes 88,019 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
- F818,789 outstanding shares of Series E Preferred Stock automatically converted into 19,308 shares of Common Stock, on a 1.027662672-for-one basis, immediately prior to the closing of the Issuer's initial public offering of Common Stock and had no expiration date.
- F9KPCB XII owns 858,597 shares. KPCB XII Founders owns 13,280 shares. Excludes 89,822 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
Remarks
The Reporting Persons disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that the Reporting Persons are the beneficial owners of these shares for purposes of Section 16 or for any other purpose.