5am Co-investors Ii Form 4 VIVEVE MEDICAL / Andrew J. Schwab 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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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^*

5AM Partners II, LLC

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VIVEVE MEDICAL, INC. [ VIVMF ]

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)
05/14/2015

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	05/14/2015		P		650,026	A	$0.37	7,310,231	I	See(1)(3)
Common Stock	05/14/2015		P		25,649	A	$0.37	288,447	I	See(2)(3)

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

1. Name and Address of Reporting Person^*

5AM Partners II, LLC

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Ventures II LP

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM CO-INVESTORS II LP

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Schwab Andrew J.

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DIEKMAN JOHN D

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROCKLAGE SCOTT M

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Shares directly beneficially owned by 5AM Ventures II, L.P.

2. Shares directly beneficially owned by 5AM Co-Investors II, L.P.

3. 5AM Partners II, LLC is the general partner of 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. and may be deemed to have sole voting and investment power over the shares beneficially owned by 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. Dr. John Diekman, Andrew Schwab and Dr. Scott Rocklage, the managing members of 5AM Partners II, LLC, and Mark Colella, an assignee of 5AM Partners II, LLC, may be deemed to have shared voting and investment power over the shares beneficially owned by 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. Each of 5AM Partners II, LLC, Dr. Diekman, Mr. Schwab, Dr. Rocklage and Mr. Colella disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

	/s/ Andrew J. Schwab	05/29/2015
	/s/ Dr. John D. Diekman	05/29/2015
	/s/ Dr. Scott Rocklage	05/29/2015
	** Signature of Reporting Person	Date
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