SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LUCIER GREGORY T

(Last) (First) (Middle)
7475 LUSK BLVD

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NUVASIVE INC [ NUVA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
PRSUs(1) $0.00 02/06/2019 A 38,527 (2) (2) Common Stock 38,527 $0.00 38,527 D
PRSUs(1) $0.00 02/06/2019 A 19,804 (3) (3) Common Stock 19,804 $0.00 19,804 D
Explanation of Responses:
1. Each Performance Restricted Stock Unit ("PRSU") represents the right to receive one share of the Issuer's common stock upon vesting.
2. This PRSU award was granted to the Reporting Person on April 30, 2018. The award was granted with a performance condition based on the Issuer's earnings per share over the performance period ended December 31, 2018. On February 6, 2019, the Compensation Committee of the Issuer's Board of Directors certified the Issuer's performance for purposes of the award. Based on the Issuer's performance, the award will vest as to 38,527 shares on April 30, 2021, subject to and in accordance with the terms of the award. As the award did not constitute a derivative security, it was not required to be reported and was not reported on a Form 4 at the time of grant.
3. This PRSU award was granted to the Reporting Person on March 1, 2016. The award was granted based on a target number of shares with a performance multiplier of 0-250% based on the Issuer's total stockholder return over the performance period ended December 31, 2018. On February 6, 2019, the Compensation Committee of the Issuer's Board of Directors certified the Issuer's performance for purposes of the award. Based on the Issuer's performance, the award will vest as to 19,804 shares on March 1, 2019, subject to and in accordance with the terms of the award. As the award did not constitute a derivative security, it was not required to be reported and was not reported on a Form 4 at the time of grant.
Remarks:
/s/ Nathaniel B. Sisitsky, Attorney-in-Fact for Gregory T. Lucier 02/07/2019
** 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 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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