Bruce A Cleveland Form 4 Invuity / Douglas A Pepper ownership change

SEC Form 4

FORM 4

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

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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X

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

1. Name and Address of Reporting Person^*

INTERWEST PARTNERS X LP

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Invuity, Inc. [ IVTY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2015

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 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	06/18/2015		C		1,080,272	A	(1)(2)(3)	1,080,272	D(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	06/18/2015		C			712,291	(1)	(1)	Common Stock	757,721	$0.00	0	D(4)
Series D Preferred Stock	(2)	06/18/2015		C			262,310	(2)	(2)	Common Stock	264,624	$0.00	0	D(4)
Series E Preferred Stock	(3)	06/18/2015		C			56,368	(3)	(3)	Common Stock	57,927	$0.00	0	D(4)

1. Name and Address of Reporting Person^*

INTERWEST PARTNERS X LP

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CLEVELAND BRUCE A

(Last) (First) (Middle)

2207 BRIDGEPOINTE PARKWAY

(Street)

SAN MATEO CA 94404

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GIANOS PHILIP T

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Holmes W Stephen

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, 2ND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kjellson Nina S

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kliman Gilbert H

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, 2ND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ORONSKY ARNOLD L

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, 2ND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pepper Douglas A

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Desai Keval

(Last) (First) (Middle)

2710 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK X1 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NASR KHALED

(Last) (First) (Middle)

ONE EMBARCADERO CENTER STE 3700

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. 712,291 outstanding shares of Series C Preferred Stock automatically converted into 757,721 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.

2. 262,310 outstanding shares of Series D Preferred Stock automatically converted into 264,624 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.

3. 56,368 outstanding shares of Series E Preferred Stock automatically converted into 57,927 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.

4. The shares are owned by InterWest Partners X, LP ("IW10"). InterWest Management Partners X, LLC ("IMP10") is the general partner of IW10. Bruce A. Cleveland, Philip T. Gianos, W. Stephen Holmes, Nina S. Kjellson, Gilbert H. Kliman, Arnold L. Oronsky, and Douglas A. Pepper are managing directors of IMP10. Keval Desai and Khaled A. Nasr are venture members of IMP10. Each managing director and venture member of IMP10 disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.

Remarks:

Due to limitations of the EDGAR software, this Form 4 is filed on behalf of InterWest Partners X, LP and certain other Reporting Persons, and is being filed on two Forms 4 (Part I and Part II) (collectively, the "InterWest Form 4'"). This filing represents Part I of the InterWest Form 4 and should be read together with Part II. Part I and Part II of the InterWest Form 4 shall constitute one filing. Exhibit 99 - Form 4 Joint Filer Information

	/s/ W. Stephen Holmes, Managing Director of InterWest Management Partners X, LLC	06/22/2015
	/s/ W. Stephen Holmes, Managing Director of InterWest Management Partners X, LLC, the General Partner of InterWest Partners X, LP	06/22/2015
	/s/ Bruce A. Cleveland, by Karen A. Wilson Power of Attorney	06/22/2015
	/s/ Keval Desai, by Karen A. Wilson Power of Attorney	06/22/2015
	/s/ Philip T. Gianos, by Karen A. Wilson Power of Attorney	06/22/2015
	/s/ W. Stephen Holmes, by Karen A. Wilson Power of Attorney	06/22/2015
	/s/ Nina S. Kjellson, by Karen A. Wilson Power of Attorney	06/22/2015
	/s/ Gilbert H. Kliman, by Karen A. Wilson Power of Attorney	06/22/2015
	/s/ Khaled A. Nasr, by Karen A. Wilson Power of Attorney	06/22/2015
	/s/ Arnold L. Oronsky, by Karen A. Wilson Power of Attorney	06/22/2015
	** Signature of Reporting Person	Date
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