Jaeger Wilfred E Form 5 NEVRO / WILFRED E JAEGER ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

JAEGER WILFRED E

(Last) (First) (Middle)

C/O NEVRO CORP.

1800 BRIDGE PARKWAY

(Street)

REDWOOD CITY CA 94065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEVRO CORP [ NVRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	11/29/2017		J(1)5	7,976	A	$0.00	25,341	I	See footnote(3)
Common Stock	11/29/2017		J(2)5	349	A	$0.00	25,341	I	See footnote(3)
Common Stock	05/09/2018		J(1)5	16,302	A	$0.00	25,341	I	See footnote(3)
Common Stock	05/09/2018		J(2)5	714	A	$0.00	25,341	I	See footnote(3)
Common Stock	11/29/2017		J(1)5	1,021	A	$0	3,106	I	See footnote(4)
Common Stock	05/09/2018		J(2)5	2,085	A	$0	3,106	I	See footnote(4)
Common Stock	11/29/2017		J(1)5	1,021	A	$0	3,106	I	See footnote(5)
Common Stock	05/09/2018		J(2)5	2,085	A	$0	3,106	I	See footnote(5)
Common Stock							8,216(6)	D
Common Stock							0	I	See footnote(7)
Common Stock							0	I	See footnote(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pro rata in-kind distribution from Three Arch Management IV, LLC for no consideration.

2. Pro rata in-kind distribution from Three Arch Associates IV, LP for no consideration.

3. Shares are held by Wilfred E. Jaeger and Judith F. Jaeger, TTEES of the Jaeger Family Trust DTD 4/30/99.

4. Shares are held by Nicholas Graham Jaeger 2002 Irrevocable Trust U/D/T 04/23/2002.

5. Shares are held by Emma Louise Jaeger 2002 Irrevocable Trust U/D/T 04/23/2002.

6. Includes 2,913 RSUs.

7. Shares are held by Three Arch Partners IV, L.P. ("TAP IV"). TAP IV distributed pro rata in-kind to its members 244,599 shares on 11/29/17 and 500,109 shares on 5/9/18.

8. Shares are held by Three Arch Associates IV, L.P. ("TAA IV"). TAA IV distributed pro rata in-kind to its members 5,401 shares on 11/29/17 and 11,042 shares on 5/9/18.

	/s/ Andrew Galligan, as Attorney-in-Fact for Wilfred E. Jaeger	02/14/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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