SEC Form 4 · accession 0001140361-16-057523
NEVRO CORP · NVRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rami Elghandour
Officer — President
Period of report
Dec 29, 2015
Accepted (ET)
Mar 11, 2016 · 5:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001444380
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 29, 2015 | M | 485 | $3.60 | A | 485 | D | |
| Common StockF1,F2 | Mar 9, 2016 | A | 47,771 | $0.00 | A | 48,256 | D | |
| Common StockF3,F4 | Mar 9, 2016 | A | 15,924 | $0.00 | A | 64,180 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F5 | $3.60 | Dec 29, 2015 | M | 485 | A | — | Dec 17, 2022 | Common Stock | 485 | 130,390 | D |
| Stock Option (Right to Buy)F6 | $54.50 | Mar 9, 2016 | A | 202,294 | A | — | Mar 8, 2026 | Common Stock | 202,294 | 202,294 | D |
| Stock Option (Right to Buy)F7 | $54.50 | Mar 9, 2016 | A | 67,432 | A | — | Mar 8, 2026 | Common Stock | 67,432 | 67,432 | D |
Explanation of responses
- F1Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 25% of the RSUs vest annually on June 1 of each year, beginning June 1, 2017, subject to the Reporting Person's continued service to the issuer.
- F2Includes 47,771 RSUs.
- F3Constitute RSUs for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 25% of the RSUs vest annually upon the filing of the issuer's Form 10-K for each year, beginning in 2017, subject to the Reporting Person's continued service to the issuer and the achievement of certain performance milestones. Shares underlying vested RSUs will be issued on or about June 1 each year.
- F4Includes 63,695 RSUs.
- F5The option, representing the right to purchase 137,875 shares of the issuer's common stock, vests and becomes exercisable in respect to 25% of the original number of shares subject to the option on the first anniversary measured from November 1, 2012 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest and become exercisable in thirty-six (36) successive and equal monthly installments thereafter, such that 100% of the shares underlying to the option will be fully vested and exercisable on November 1, 2016, subject to the Reporting Person's continued service to the issuer.
- F61/48th of the shares subject to the option vest on each monthly anniversary measured from June 1, 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, subject to the Reporting Person's continued service to the issuer.
- F725% of the shares subject to the option vest annually upon the filing of the issuer's Form 10-K for each year, beginning in 2017, subject to the Reporting Person's continued service to the issuer and the achievement of certain performance milestones.