Sec Form 4 Filing - Mackaness James H @ Invuity, Inc. - 2018-02-15

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 Mackaness James H 2. Issuer Name and Ticker or Trading Symbol Invuity, Inc. [ IVTY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O INVUITY, INC., 444 DE HARO STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2018 (Street) SAN FRANCISCO, CA94107 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 02/15/2018 M 3,000 A 8,387 D Common Stock 02/15/2018 F 1,316 ( 2 ) D $ 4.1 7,071 D Common Stock 02/15/2018 A 34,800 ( 3 ) A $ 0 41,871 D

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 Restricted Stock Units ( 1 ) 02/15/2018 M 3,000 ( 4 ) 02/15/2021 Common Stock 3,000 $ 0 9,000 D Employee Stock Option (right to buy) $ 4.1 02/15/2018 A 60,900 ( 5 ) 02/15/2028 Common Stock 60,900 $ 0 60,900 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mackaness James H C/O INVUITY, INC. 444 DE HARO STREET SAN FRANCISCO, CA94107 Chief Financial Officer Signatures /s/ Nancy Hargreaves, by power of attorney 02/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 2 )In an exempt disposition to the Issuer under Rule 16b-3(e), the Reporting Person remitted shares to the Issuer in connection with the satisfaction of tax withholding obligations arising out of the vesting of previously reported restricted stock units. ( 3 )The restricted stock units vest as to one-fourth of the shares on February 15, 2019 and on each one year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each vesting date. ( 4 )3,000 of the 15,000 restricted stock units granted to the Reporting Person were vested and released. Such 15,000 share grant vests at the following rate: one-fifth of the shares on February 15, 2017 and on each one year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. ( 5 )The option vests and becomes exercisable as to one-forty-eighth of the shares on March 15, 2018 and each one-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each vesting 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).

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