Sec Form 4 Filing - Mendelsohn Adam @ Vivani Medical, Inc. - 2022-08-30

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 Mendelsohn Adam 2. Issuer Name and Ticker or Trading Symbol Vivani Medical, Inc. [ VANI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O 5858 HORTON ST, SUITE 280 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2022 (Street) EMERYVILLE, CA94608 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 08/30/2022 J( 1 ) 3,622,015 A $ 0 3,622,015 D Common Stock 08/30/2022 J( 1 ) 90,558 A $ 0 90,558 I Trusts( 2 )

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 Common Stock Option $ 3 .15 08/30/2022 J( 3 ) 60,373( 4 ) 08/30/2022 11/13/2028 Common Stock 60,373 $ 0 60,373( 4 ) D Warrant $ 3.15 08/30/2022 J( 5 ) 31,774 08/30/2022 11/26/2023 Common Stock 31,774 $ 0 31,774 D Warrant $ 3.15 08/30/2022 J( 5 ) 4,585 08/30/2022 12/14/2023 Common Stock 4,585 $ 0 4,585 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mendelsohn Adam C/O 5858 HORTON ST, SUITE 280 EMERYVILLE, CA94608 X CEO Signatures /s/ Adam Mendelsohn 08/31/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock issued in the acquisition transaction of Nano Precision MedicalInc. consummated August 30, 2022. ( 2 )Represents shares of common stock held by three trusts for the benefit of the children of theReporting Person, over which the Reporting Person and his spouse have joint voting and diapositiveauthority. The Reporting Person disclaims pecuniary ownership in the shares of common stock held bythe three trusts. Excludes 77,331 shares of common stock held by MFE, LLC in which the ReportingPerson has a 10% ownership interest and therefore a pecuniary interest in such shares, but over whichthe Reporting Person does not have any voting or diapositive authority. ( 3 )Represents the replacement option to be issued by Vivani Medical, Inc. (f/k/a Second Sight MedicalProducts, Inc.) at the effective time of the merger acquisition thereof, pursuant to the terms of theAgreement and Plan of Merger entered into on February 4, 2022. ( 4 )The option vests 1/48 per month over the four years after the date of grant commencing onDecember 12, 2018, and the balance thereafter vests in full on the fifth anniversary of the date of grant. ( 5 )Represents warrants to purchase shares of common stock assumed on the effective date of the acquisition of Nano Precision Medical, Inc., consummated on August 30, 2022 pursuant to the Agreement and Plan of Merger dated February 4, 2022.

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).

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