SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Fry G Rogan

(Last) (First) (Middle)
10065 OLD GROVE ROAD

(Street)
SAN DIEGO CA 92131

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2004
3. Issuer Name and Ticker or Trading Symbol
NUVASIVE INC [ NUVA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. V. P., Corp. Development
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 75,562 D
Series D-1 Preferred Stock(1) 19,762 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 07/12/2003(2) 07/31/2012 Common Stock 20,000 0.63 D
Stock Option (Right to Buy) 01/01/2004(2) 01/15/2013 Common Stock 10,000 0.63 D
Stock Option (Right to Buy) 08/01/2003(3) 09/03/2013 Common Stock 30,000 0.63 D
Explanation of Responses:
1. Immediately following the closing of the initial public offering of the Issuer's Common Stock, all outstanding shares of Preferred Stock will be automatically converted into shares of the Issuer's Common Stock.
2. The option is immediately exercisable, but shares purchased under such option are subject to repurchase by the Issuer at the option exercise price, upon the Reporting Person's termination of service to the Issuer prior to vesting in these shares. 25% of the option shares vest on such date with the remaining option shares vesting in 36 equal monthly installments therafter.
3. The option is immediately exercisable, but shares purchased under such option are subject to repurchase by the Issuer at the option exercise price, upon the Reporting Person's termination of service to the Issuer prior to vesting in these shares. Option shares vest 17 equal monthly installments from such date.
/s/ G. Rogan Fry 05/12/2004
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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