Sec Form 4 Filing - ENTERPRISE MANAGEMENT PARTNERS IV LP @ NUVASIVE INC - 2004-05-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ENTERPRISE MANAGEMENT PARTNERS IV LP
2. Issuer Name and Ticker or Trading Symbol
NUVASIVE INC [ NUVA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2223 AVENIDA DE LA PLAYA, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
05/18/2004
(Street)
LA JOLLA, CA92037
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Series A Preferred Stock 05/18/2004 C 2,070,000 ( 9 ) D 0 I See footnotes ( 2 ) ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Series A Preferred Stock 05/18/2004 C 180,000 ( 9 ) D 0 I See footnotes ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Common Stock 05/18/2004 C 900,000 ( 9 ) A 0 I See footnotes ( 2 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 10 )
Series B Preferred Stock 05/18/2004 C 1,003,637 ( 11 ) D 0 I See footnotes ( 2 ) ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Series B Preferred Stock 05/18/2004 C 87,272 ( 11 ) D 0 I See footnotes ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Common Stock 05/18/2004 C 451,541 ( 11 ) A 0 I See footnotes ( 2 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 12 )
Series C Preferred Stock 05/18/2004 C 346,769 ( 13 ) D 0 I See footnotes ( 2 ) ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Series C Preferred Stock 05/18/2004 C 30,154 ( 13 ) D 0 I See footnotes ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Common Stock 05/18/2004 C 161,394 ( 13 ) A 0 I See footnotes ( 2 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 14 )
Series D Preferred Stock 05/18/2004 C 819,435 ( 15 ) D 0 I See footnotes ( 2 ) ( 16 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Series D Preferred Stock 05/18/2004 C 168,708 ( 15 ) D 0 I See footnotes ( 2 ) ( 17 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Common Stock 05/18/2004 C 395,257 ( 15 ) A 0 I See footnotes ( 2 ) ( 18 ) ( 19 ) ( 20 ) ( 21 ) ( 22 )
Series D-1 Preferred Stock 05/18/2004 C 98,333 ( 23 ) D 0 I See footnotes ( 2 ) ( 16 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Series D-1 Preferred Stock 05/18/2004 C 20,245 ( 23 ) D 0 I See footnotes ( 2 ) ( 17 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Common Stock 05/18/2004 C 47,431 ( 23 ) A 0 I See footnotes ( 2 ) ( 18 ) ( 19 ) ( 20 ) ( 21 ) ( 24 )
Common Stock 05/18/2004 C 6,616 ( 25 ) A 0 I See footnotes ( 2 ) ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Common Stock 05/18/2004 C 575 ( 26 ) A 0 I See footnotes ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Common Stock 05/18/2004 C 14,839 ( 27 ) A 0 I See footnotes ( 2 ) ( 16 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Common Stock 05/18/2004 C 9,248 ( 28 ) A 0 I See footnotes ( 2 ) ( 16 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Common Stock 05/18/2004 C 1,728 ( 29 ) A 0 I See footnotes ( 2 ) ( 16 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Common Stock 05/18/2004 C 3,055 ( 30 ) A 0 I See footnotes ( 2 ) ( 17 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Common Stock 05/18/2004 C 1,904 ( 31 ) A 0 I See footnotes ( 2 ) ( 17 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Common Stock 05/18/2004 C 356 ( 32 ) A 2,001,944 I See footnotes ( 2 ) ( 17 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Warrant (Right to Purchase Series B Preferred Stock) $ 2.75 05/18/2004 X 40,362 ( 25 ) 10/13/1999 10/13/2004 Series B Preferred Stock 40,362 ( 25 ) $ 2.75 0 I See footnotes ( 2 ) ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Warrant (Right to Purchase Series B Preferred Stock) $ 2.75 05/18/2004 X 3,510 ( 26 ) 10/13/1999 10/13/2004 Series B Preferred Stock 3,510 ( 26 ) $ 2.75 0 I See footnotes ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Warrant (Right to Purchase Common Stock) $ 0.63 05/18/2004 X 15,733 ( 27 ) 06/19/2003 06/19/2010 Common Stock 15,733 ( 27 ) $ 0.63 0 I See footnotes ( 2 ) ( 16 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Warrant (Right to Purchase Series D Preferred Stock) $ 2.53 05/18/2004 X 54,400 ( 28 ) 02/14/2001 02/14/2006 Series D Preferred Stock 54,400 ( 28 ) $ 2.53 0 I See footnotes ( 2 ) ( 16 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Warrant (Right to Purchase Series D Preferred Stock) $ 2.53 05/18/2004 X 10,163 ( 29 ) 04/12/2001 04/12/2006 Series D Preferred Stock 10,163 ( 29 ) $ 2.53 0 I See footnotes ( 2 ) ( 16 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Warrant (Right to Purchase Common Stock) $ 0.63 05/18/2004 X 3,239 ( 30 ) 06/19/2003 06/19/2010 Common Stock 3,239 ( 30 ) $ 0.63 0 I See footnotes ( 2 ) ( 17 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Warrant (Right to Purchase Series D Preferred Stock) $ 2.53 05/18/2004 X 11,200 ( 31 ) 02/14/2001 02/14/2006 Series D Preferred Stock 11,200 ( 31 ) $ 2.53 0 I See footnotes ( 2 ) ( 17 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Warrant (Right to Purchase Series D Preferred Stock) $ 2.53 05/18/2004 X 2,093 ( 32 ) 04/12/2001 04/12/2006 Series D Preferred Stock 2,093 ( 32 ) $ 2.53 0 I See footnotes ( 2 ) ( 17 ) ( 18 ) ( 19 ) ( 20 ) ( 21 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ENTERPRISE MANAGEMENT PARTNERS IV LP
2223 AVENIDA DE LA PLAYA, SUITE 300
LA JOLLA, CA92037
X
ENTERPRISE PARTNERS IV LP
2223 AVENIDA DE LA PLAYA, SUITE 300
LA JOLLA, CA92037
X
ENTERPRISE PARTNERS IV ASSOCIATES LP
2223 AVENIDA DE LA PLAYA, SUITE 300
LA JOLLA, CA92037
X
ENTERPRISE MANAGEMENT PARTNERS IVA LP
2223 AVENIDA DE LA PLAYA, SUITE 300
LA JOLLA, CA92037
X
ENTERPRISE PARTNERS ANNEX FUND IV LP
2223 AVENIDA DE LA PLAYA, SUITE 300
LA JOLLA, CA92037
X
ENTERPRISE PARTNERS ANNEX FUND IV A LP
2223 AVENIDA DE LA PLAYA, SUITE 300
LA JOLLA92037
X
STENSRUD WILLIAM R
2223 AVENIDA DE LA PLAYA, SUITE 300
LA JOLLA, CA92037
X
SENYEI ANDREW E
2223 AVENIDA DE LA PLAYA, SUITE 300
LA JOLLA, CA92037
X
BERGLUND JAMES H
2223 AVENIDA DE LA PLAYA, SUITE 300
LA JOLLA, CA92037
X
Signatures
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Management Partners IV, L.P. 05/19/2004
Signature of Reporting Person Date
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Partners IV, L.P. 05/19/2004
Signature of Reporting Person Date
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Partners IV Associates, L.P. 05/19/2004
Signature of Reporting Person Date
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Management Partners IV-A, L.P. 05/19/2004
Signature of Reporting Person Date
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Partners Annex Fund IV, L.P. 05/19/2004
Signature of Reporting Person Date
/s/ Kevin O'Boyle, Attorney-in-fact for Enterprise Partners Annex Fund IV-A, L.P. 05/19/2004
Signature of Reporting Person Date
/s/ Kevin O'Boyle, Attorney-in-fact for William R. Stensrud 05/19/2004
Signature of Reporting Person Date
/s/ Kevin O'Boyle, Attorney-in-fact for Andrew E. Senyei 05/19/2004
Signature of Reporting Person Date
/s/ Kevin O'Boyle, Attorney-in-fact for James H. Berglund 05/19/2004
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Per SEC Instruction, column left blank.
( 2 )The Designated Filer is executing this report on behalf of Enterprise Management Partners IV, L.P., Enterprise Partners IV, L.P., Enterprise Partners IV Associates, L.P., Enterprise Management Partners IV-A, L.P., Enterprise Partners Annex Fund IV, L.P., Enterprise Partners Annex Fund IV-A, L.P., Andrew E. Senyei, James H. Berglund and William R. Stensrud (collectively, the "Reporting Persons"), each of whom has authorized it do so. Each of the Reporting Persons disclaim beneficial ownership of the Issuer's securities to the extent it exceeds such Reporting Person's pecuniary interest.
( 3 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV, L.P.
( 4 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV Associates, L.P.
( 5 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to Enterprise Management Partners IV, L.P., because it is the general partner of Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
( 6 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to Andrew E. Senyei, because he is a general partner of Enterprise Management Partners IV, L.P. , the general partner of Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
( 7 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to James H. Berglund, because he is a general partner of Enterprise Management Partners IV, L.P., the general partner of Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
( 8 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to William R. Stensrud, because he is a general partner of Enterprise Management Partners IV, L.P., the general partner of Enterprise Partners IV, L.P. and Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
( 9 )The reported shares of Series A Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4 shares of Common Stock per share of Series A Preferred Stock.
( 10 )Represents 828,000 shares beneficially owned by Enterprise Partners IV, L.P. and 72,000 shares beneficially owned by Enterprise Partners IV Associates, L.P.
( 11 )The reported shares of Series B Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4139 shares of Common Stock per share of Series B Preferred Stock.
( 12 )Represents 415,418 shares beneficially owned by Enterprise Partners IV, L.P. and 36,123 shares beneficially owned by Enterprise Partners IV Associates, L.P.
( 13 )The reported shares of Series C Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4282 shares of Common Stock per share of Series C Preferred Stock.
( 14 )Represents 148,482 shares beneficially owned by Enterprise Partners IV, L.P. and 12,912 shares beneficially owned by Enterprise Partners IV Associates, L.P.
( 15 )The reported shares of Series D Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4 shares of Common Stock per share of Series D Preferred Stock.
( 16 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV, L.P.
( 17 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV-A, L.P.
( 18 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to Enterprise Management Partners IV-A, L.P., because it is the general partner of Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
( 19 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to Andrew E. Senyei, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
( 20 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to James H. Berglund, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
( 21 )The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to William R. Stensrud, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV, L.P. and Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
( 22 )Represents 327,774 shares beneficially owned by Enterprise Partners Annex Fund IV, L.P. and 67,483 shares beneficially owned by Enterprise Annex Fund Partners IV-A, L.P.
( 23 )The reported shares of Series D-1 Preferred Stock were converted to Common Stock based on a conversion ratio of 0.4 shares of Common Stock per share of Series D-1 Preferred Stock.
( 24 )Represents 39,333 shares beneficially owned by Enterprise Partners Annex Fund IV, L.P. and 8,098 shares beneficially owned by Enterprise Annex Fund Partners IV-A, L.P.
( 25 )The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 6,616 shares of Common Stock.
( 26 )The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 575 shares of Common Stock.
( 27 )The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 14,839 shares of Common Stock.
( 28 )The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 9,248 shares of Common Stock.
( 29 )The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 1,728 shares of Common Stock.
( 30 )The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 3,055 shares of Common Stock.
( 31 )The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 1,904 shares of Common Stock.
( 32 )The warrant was exercised upon the closing of the initial public offering of Common Stock of the Issuer through a net exercise feature at the initial public offering price of $11.00 into 356 shares of Common Stock.

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