Nevro (NVRO) Form 4 NEVRO / Patrick Schmitz 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^*

Schmitz Patrick

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President, Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2020

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	02/28/2020		M		19,583	A	$57.89	38,241(1)	D
Common Stock	02/28/2020		M		10,833	A	$87.62	49,074(1)	D
Common Stock	02/28/2020		M		7,312	A	$76.81	56,386(1)	D
Common Stock	02/28/2020		M		5,156	A	$42.3	61,542(1)	D
Common Stock	02/28/2020		S(2)		4,604	D	$126.4693(3)	56,938(1)	D
Common Stock	02/28/2020		S(2)		7,404	D	$127.0628(4)	49,534(1)	D
Common Stock	02/28/2020		S(2)		2,758	D	$128.253(5)	46,776(1)	D
Common Stock	02/28/2020		S(2)		17,205	D	$129.3381(6)	29,571(1)	D
Common Stock	02/28/2020		S(2)		10,313	D	$130.1326(7)	19,258(1)	D
Common Stock	02/28/2020		S(2)		600	D	$130.825(8)	18,658(1)	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
Stock Option (Right to Buy)	$57.89	02/28/2020		M			19,583	(9)	03/13/2026	Common Stock	19,583	$0.00	417	D
Stock Option (Right to Buy)	$87.62	02/28/2020		M			10,833	(10)	11/15/2026	Common Stock	10,833	$0.00	2,500	D
Stock Option (Right to Buy)	$76.81	02/28/2020		M			7,312	(11)	11/13/2027	Common Stock	7,312	$0.00	5,688	D
Stock Option (Right to Buy)	$42.3	02/28/2020		M			5,156	(12)	11/26/2028	Common Stock	5,156	$0.00	11,344	D

Explanation of Responses:

1. Includes 11,397 restricted stock units.

2. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.

3. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $125.69 to $126.685, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $126.695 to $127.69, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $127.70 to $128.695, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $128.71 to $129.705, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $129.72 to $130.65, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $130.74 to $130.95, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

9. 25% of the shares subject to the option vest on the first anniversary measured from March 14, 2016 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest in thirty-six (36) successive and equal monthly installments thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

10. 1/48th of the shares subject to the option vest on each monthly anniversary measured from November 5, 2016 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

11. 1/48th of the shares subject to the option vest on each monthly anniversary measured from November 14, 2017 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

12. 1/48th of the shares subject to the option vest on each monthly anniversary measured from November 27, 2018 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

	/s/ Andrew Galligan, as Attorney-in-Fact for Patrick Schmitz	03/03/2020
	** 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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