Nina S Kjellson Form 3 Invuity / Gilbert H Kliman ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
06/11/2015

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Common Stock	757,721	(1)	D(2)
Series D Preferred Stock	(3)	(3)	Common Stock	264,624	(3)	D(2)
Series E Preferred Stock	(4)	(4)	Common Stock	57,927	(4)	D(2)

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^*

InterWest Management Partners X, LLC

(Last) (First) (Middle)

2710 SAND HILL ROAD

SECOND FLOOR

(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^*

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^*

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^*

NASR KHALED

(Last) (First) (Middle)

ONE EMBARCADERO CENTER STE 3700

(Street)

SAN FRANCISCO CA 94111

(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)

Explanation of Responses:

1. 712,291 outstanding shares of Series C Preferred Stock shall automatically convert 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 has no expiration date.

2. 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.

3. 262,310 outstanding shares of Series D Preferred Stock shall automatically convert 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 has no expiration date.

4. 56,368 outstanding shares of Series E Preferred Stock shall automatically convert 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 has no expiration date.

Remarks:

Due to limitations of the EDGAR software, this Form 3 is filed on behalf of InterWest Partners X, LP and certain other Reporting Persons, and is being filed on two Forms 3 (Part I and Part II) (collectively, the "InterWest Form 3'"). This filing represents Part I of the InterWest Form 3 and should be read together with Part II. Part I and Part II of the InterWest Form 3 shall constitute one filing. Exhibit 24.1 - Power of Attorney of Bruce A. Cleveland Exhibit 24.2 - Power of Attorney of Keval Desai Exhibit 24.3 - Power of Attorney of Philip T. Gianos Exhibit 24.4 - Power of Attorney of W. Stephen Holmes Exhibit 24.5 - Power of Attorney of Nina S. Kjellson Exhibit 24.6 - Power of Attorney of Gilbert H. Kliman Exhibit 24.7 - Power of Attorney of Khaled A. Nasr Exhibit 24.8 - Power of Attorney of Arnold L. Oronsky Exhibit 24.9 - Power of Attorney of Douglas A. Pepper Exhibit 99 - Form 3 Joint Filer Information Form 1 of 2.

	/s/ W. Stephen Holmes, Managing Director of of InterWest Management Partners X, LLC	06/11/2015
	/s/ W. Stephen Holmes, Managing Director of of InterWest Management Partners X, LLC, the General Partner of InterWest Partners X, LP	06/11/2015
	/s/ Bruce A. Cleveland, by Karen A. Wilson Power of Attorney	06/11/2015
	/s/ Keval Desai, by Karen A. Wilson Power of Attorney	06/11/2015
	/s/ Philip T. Gianos, by Karen A. Wilson Power of Attorney	06/11/2015
	/s/ W. Stephen Holmes, by Karen A. Wilson Power of Attorney	06/11/2015
	/s/ Nina S. Kjellson, by Karen A. Wilson Power of Attorney	06/11/2015
	/s/ Gilbert H. Kliman, by Karen A. Wilson Power of Attorney	06/11/2015
	/s/ Khaled A. Nasr, by Karen A. Wilson Power of Attorney	06/11/2015
	/s/ Arnold L. Oronsky, by Karen A. Wilson Power of Attorney	06/11/2015
	** Signature of Reporting Person	Date
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