| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Inari Medical, Inc. [ NARI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/27/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/27/2020 | C | 5,745,542(1) | A | (1) | 5,745,542 | I | See footnote(2)(3)(4)(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Unit | (6) | 05/27/2020 | A | 8,947 | (6) | (6) | Common Stock | 8,947 | $19 | 8,947 | D | ||||
| Series A Preferred Stock | (1) | 05/27/2020 | C | 3,571,426 | (1) | (1) | Common Stock | 3,571,426 | (1) | 0 | I | See footnote(2)(5) | |||
| Series B Preferred Stock | (1) | 05/27/2020 | C | 1,197,058 | (1) | (1) | Common Stock | 1,197,058 | (1) | 0 | I | See footnote(3)(5) | |||
| Series C Preferred Stock | (1) | 05/27/2020 | C | 977,058 | (1) | (1) | Common Stoc | 977,058 | (1) | 0 | I | See footnote(4)(5) | |||
| Explanation of Responses: |
| 1. Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of the Issuer's common stock on a one-for-one basis. |
| 2. Includes (i) 3,549,070 shares held of record by Versant Venture Capital IV, L.P. ("Versant Capital") and (ii) 22,356 shares held of record by Versant Side Fund IV, L.P. ("Versant Side"). |
| 3. Includes (i) 1,189,565 shares held of record by Versant Capital and (ii) 7,493 shares held of record by Versant Side. |
| 4. Includes (i) 970,942 shares held of record by Versant Capital and (ii) 6,116 shares held of record by Versant Side |
| 5. The Reporting Person may be deemed to beneficially own the shares indirectly by reason of the Reporting Person is a managing member of Versant Ventures IV, LLC, the sole general partner of Versant Capital and Versant Side. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 6. The restricted stock unit vests in three equal annual installments beginning on May 27, 2020. |
| Remarks: |
| /s/ Mitchell Hill, Attorney-in-Fact for Kirk Nielsen | 05/27/2020 | |
| ** 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). | ||
| 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. | ||
