Invuity (IVTY) Form 4 Invuity / Douglas W Heigel 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^*

Heigel Douglas W

(Last) (First) (Middle)

C/O INVUITY, INC.

444 DE HARO STREET

(Street)

SAN FRANCISCO CA 94107

(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	10% Owner
X	Officer (give title below)	Other (specify below)
SVP. Operations

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2018

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 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	10/23/2018		D		38,293	D	(1)	26,100	D
Common Stock	10/23/2018		D		26,100	D	(2)(3)	0	D

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
Employee Stock Option (right to buy)	$3.145	10/23/2018		D			47,324	(4)	11/05/2024	Common Stock	47,324	$0.00	0	D
Employee Stock Option (right to buy)	$6.5	10/23/2018		D			28,600	(4)	01/17/2027	Common Stock	28,600	$0.00	0	D
Employee Stock Option (right to buy)	$4.1	10/23/2018		D			45,700	(4)	02/15/2028	Common Stock	45,700	$0.00	0	D
Restricted Stock Units	(5)	10/23/2018		D			7,800	(3)	02/16/2021	Common Stock	7,800	$0.00	0	D
Restricted Stock Units	(5)	10/23/2018		D			10,725	(3)	01/01/2021	Common Stock	10,725	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Stryker Corporation and Accipiter Corp., dated as of September 10, 2018 (the "Merger Agreement"), in exchange for a cash payment of $7.40 per share, without interest, subject to any required withholding of taxes (the "Offer Price").

2. These securities were restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's Common Stock.

3. The RSUs were cancelled pursuant to the Merger Agreement in exchange for an amount in cash per underlying share equal to the Offer Price.

4. The option was cancelled pursuant to the Merger Agreement in exchange for an amount in cash equal to the product of (a) the excess of the Offer Price over the per-share exercise price of such option multiplied by (b) the number of unexercised shares subject to such option.

5. Each RSU represented a contingent right to receive one share of the Issuer's Common Stock.

Remarks:

	/s/ Nancy Hargreaves, by power of attorney	10/23/2018
	** 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).
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