KPCB XII Associates Form 3 Initial statement of insider ownership

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^*

KPCB XII Associates, LLC

(Last) (First) (Middle)

2750 SAND HILL ROAD

(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 B Preferred Stock	(1)	(2)	Common Stock	414,047	(1)	I	See Footnotes(3)(4)
Series C Preferred Stock	(5)	(2)	Common Stock	320,389	(5)	I	See Footnotes(4)(6)
Series D Preferred Stock	(7)	(2)	Common Stock	207,955	(7)	I	See Footnotes(4)(8)
Series E Preferred Stock	(9)	(2)	Common Stock	19,308	(7)	I	See Footnotes(4)(10)

1. Name and Address of Reporting Person^*

KPCB XII Associates, LLC

(Last) (First) (Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KPCB XII Founders Fund, LLC

(Last) (First) (Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KLEINER PERKINS CAUFIELD & BYERS XII, LLC

(Last) (First) (Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. 348,585 outstanding shares of Series B Preferred Stock shall automatically convert into 414,047 shares of Common Stock, on a 1.18779522532874-for-one basis, immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

2. Not applicable.

3. Kleiner Perkins Caufield & Byers XII, LLC ("KPCB XII") owns 310,101 shares. KPCB XII Founders Fund, LLC ("KPCB XII Founders") owns 5,926 shares. Excludes 32,558 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

4. The managing member of KPCB XII and KPCB XII Founders is KPCB XII Associates, LLC ("XII Associates"). The voting and dispositive control over the shares is shared by individual managing directors of XII Associates, none of whom has veto power.

5. 301,180 outstanding shares of Series C Preferred Stock shall automatically convert into 320,389 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.

6. KPCB XII owns 269,617 shares. KPCB XII Founders owns 3,433 shares. Excludes 28,130 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

7. 206,137 outstanding shares of Series D Preferred Stock shall automatically convert into 207,955 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.

8. KPCB XII owns 184,534 shares. KPCB XII Founders owns 2,350 shares. Excludes 19,253 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

9. 18,789 outstanding shares of Series E Preferred Stock shall automatically convert into 19,308 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.

10. KPCB XII owns 16,820 shares. KPCB XII Founders owns 214 shares. Excludes 1,755 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

Remarks:

The Reporting Persons disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that the Reporting Persons are the beneficial owners of these shares for purposes of Section 16 or for any other purpose.

	/s/ Paul Vronsky, General Counsel	06/11/2015
	/s/ Paul Vronsky, General Counsel	06/11/2015
	/s/ Paul Vronsky, General Counsel	06/11/2015
	** Signature of Reporting Person	Date
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