Eric W Roberts Form 3 Invuity / Eric W Roberts ownership change

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^*

Roberts Eric W

(Last) (First) (Middle)

INVUITY, INC.

444 DE HARO STREET

(Street)

SAN FRANCISCO CA 94107

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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 D Preferred Stock	(1)	(1)	Common Stock	31,728	(1)	D
Series D Preferred Stock	(2)	(2)	Common Stock	286,969	(2)	I	See footnote(3)
Series E Preferred Stock	(4)	(4)	Common Stock	11,584	(4)	D
Series E Preferred Stock	(5)	(5)	Common Stock	38,065	(5)	I	See footnote(3)
Director Stock Option (right to buy)	(6)	04/16/2025	Common Stock	10,810	11.1	D

Explanation of Responses:

1. 31,452 outstanding shares of Series D Preferred Stock shall automatically convert into 31,728 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.

2. 284,460 outstanding shares of Series D Preferred Stock shall automatically convert into 286,969 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.

3. The shares are held by Valence CDK SPV, L.P. ("Valence CDK"). Valence Life Sciences GP II, LLC ("Valence") is the General Partner of Valence CDK. The Reporting Person is a Managing Member of Valence and disclaims beneficial ownership of the shares held by Valence CDK, except to the extent of his pecuniary interest therein.

4. 11,273 outstanding shares of Series E Preferred Stock shall automatically convert into 11,584 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.

5. 38,065 outstanding shares of Series E Preferred Stock shall automatically convert into 39,117 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.

6. The option is subject to an early exercise provision and is immediately exercisable. 50% of the shares subject to the option were fully vested as of the grant of such option. One twenty-fourth of the remaining 50% of the shares subject to the option vested on March 13, 2015 and one twenty-fourth of the remaining 50% of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Nancy Hargreaves, by power of attorney	06/11/2015
	** 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 5 (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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