Sec Form 4 Filing - BAY CITY CAPITAL LLC @ NEVRO CORP - 2015-06-08

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 BAY CITY CAPITAL LLC 2. Issuer Name and Ticker or Trading Symbol NEVRO CORP [ NVRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Beneficial Owner (Last) (First) (Middle) 750 BATTERY STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 06/08/2015 (Street) SAN FRANCISCO, CA94111 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 Common Stock 06/08/2015 S 481,457 D $ 47.94 1,688,976 D ( 1 ) ( 2 ) Common Stock 06/08/2015 S 10,378 D $ 47.94 36,403 D ( 1 ) ( 3 )
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
Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAY CITY CAPITAL LLC 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA94111 Former 10% Beneficial Owner Bay City Capital Fund IV, L.P. C/O BAY CITY CAPITAL LLC 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA94111 Former 10% Beneficial Owner BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA94111 Former 10% Beneficial Owner Bay City Capital Management IV LLC 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA94111 Former 10% Beneficial Owner	Signatures /s/ Carl Goldfischer 06/17/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Bay City Capital Management IV LLC ("BCCM IV") is the General Partner of Bay City Capital Fund IV, L.P. ("BCCF") and Bay City Capital Fund IV Co-Investment Fund, L.P. ("BCCF Co-Investment Fund") and Bay City Capital LLC ("BCC") is the Manager of BCCM IV. BCCM IV and BCC may be deemed to have sole voting and investment power over the shares held by BCCF and BCCF Co-Investment Fund however hold no securities of the Issuer directly. Nathan Pliam, a Venture Partner of BCC, is a member of the Issuer's Board of Directors. Mr. Pliam disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. ( 2 )Shares held by BCCF. ( 3 )Shares held by BCCF Co-Investment Fund.

Remarks: Signed by Carl Goldfischer, Managing Director of Bay City Capital LLC for itself; for and on behalf of Bay City Capital Management IV LLC in its capacity as Manager thereof; and for and on behalf of Bay City Capital Fund IV, L.P. and Bay City Capital Fund IV Co-Investment Fund, L.P. in its capacity as Manager of Bay City Capital Management IV LLC, the General Partner of Bay City Capital Fund IV, L.P. and Bay City Capital Fund IV Co-Investment Fund, L.P.

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