Nevro (NVRO) Form 4 NEVRO / MICHAEL F DEMANE 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

DEMANE MICHAEL F

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2024

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	05/23/2024		A		19,169(1)	A	$0	46,995(2)(7)	D
Common Stock								164,344	I	See footnote(3)
Common Stock								219,145(7)(8)	I	See footnote(4)
Common Stock								58,266(8)(9)	I	See footnote(5)
Common Stock								0(9)	I	See footnote(6)

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

Explanation of Responses:

1. Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 100% of the RSUs shall vest on the earlier of (i) one year anniversary of May 23, 2024 or (ii) the next Annual Meeting following May 23, 2024, subject to the Reporting Person's continued service to the Issuer.

2. Includes 19,169 RSUs.

3. Shares held by Catherine Q. DeMane Trustee, Michael F. DeMane 2012 Irrevocable Trust U/A/D July 26, 2012.

4. Shares held by Catherine Q. DeMane Trustee, Michael F. DeMane 2017 Family SLAT Trust U/A/D May 22, 2017 (the "SLAT Trust").

5. Shares held by Michael F. DeMane & Catherine Q. DeMane, Trustees, Michael F. DeMane Revocable Trust U/A 10/07/2011 (the "2011 Trust").

6. Shares held by Michael F. DeMane, Trustee, Michael F. DeMane 2021 Retained Annuity Trust U/A 08/13/2021 (the "2021 Trust").

7. Reflects the transfer of 5,379 directly held shares to the SLAT Trust on June 6, 2023.

8. Reflects the transfer of 91,225 shares from the 2011 Trust to the SLAT Trust on June 6, 2023.

9. Reflects the transfer of 18,266 shares from the 2021 Trust to the 2011 Trust on November 24, 2023.

	/s/ Kashif Rashid, as Attorney-in-Fact for Michael F. DeMane	05/28/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.