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*
MINOCHERHOMJEE ARDA

(Last) (First) (Middle)
WILLIAM BLAIR CAPITAL PARTNERS, L.L.C.
227 WEST MONROE STREET, 35TH FLOOR

(Street)
CHICAGO IL 60606

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)
Series D Preferred Stock(1) 3,952,570 I See footnotes(2)(4)
Series D-1 Preferred Stock(1) 2,173,914 I See footnotes(3)(4)
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) 07/26/2002(5) 07/26/2011 Common Stock 8,000 0.63 I See footnotes(4)(6)
Stock Option (Right to Buy) 02/26/2004(7) 02/26/2014 Common Stock 24,000 10.75 D
Warrant (Right to Purchase Common Stock)(10) 07/11/2002(7) 07/11/2009 Common Stock 213,130 0.63 I See footnotes(4)(8)
Warrant (Right to Purchase Common Stock)(10) 07/29/2002 07/11/2009 Common Stock 17,582 0.63 I See footnotes(4)(8)
Warrant (Right to Purchase Common Stock)(10) 06/19/2003 06/19/2010 Common Stock 121,788 0.63 I See footnotes(4)(8)
Warrant (Right to Purchase Common Stock)(10) 07/11/2002 07/11/2009 Common Stock 8,214 0.63 I See footnotes(4)(9)
Warrant (Right to Purchase Common Stock)(10) 07/29/2002 07/11/2009 Common Stock 678 0.63 I See footnotes(4)(9)
Warrant (Right to Purchase Common Stock)(10) 06/19/2003 06/19/2010 Common Stock 4,694 0.63 I See footnotes(4)(9)
Explanation of Responses:
1. Immediately following the closing of the initial public offering of the Issuer's Common Stock, all outstanding shares of Prefered Stock will be automatically converted into shares of the Issuer's Common Stock.
2. Represents 3,805,891 shares beneficially owned by William Blair Capital Partners VII QP, L.P. and 146,679 shares beneficially owned by William Blair Capital Partners VII, L.P.
3. Represents 2,093,240 shares beneficially owned by William Blair Capital Partners VII QP, L.P. and 80,674 shares beneficially owned by William Blair Capital Partners VII, L.P.
4. A portion of the amounts shown in Table I and Table II may be deemed attributable to the Reporting Person because he is a managing director and a member of William Blair Capital Management VII, L.L.C., the general partner of the general partner of William Blair Capital Partners VII QP, L.P. and William Blair Capital Partners VII, L.P., and a managing director and limited partner of William Blair Capital Management VII, L.P., the general partner of William Blair Capital Partners VII QP, L.P. and William Blair Capital Partners VII, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables. Dr. Minocherhomjee disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares.
5. 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.
6. Represents stock option beneficially owned by William Blair Capital Management VII, L.P.
7. 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 in 48 equal monthly installments from such date. Dr. Minocherhomjee disclaims beneficial ownership of the option except to the extent of his proportionate interst therein because he is required to provide the economic benefit from the option to William Blair Capital Management VII, L.P.
8. Represents warrants beneficially owned by William Blair Capital Partners VII QP, L.P.
9. Represents warrants beneficially owned by William Blair Capital Partners VII, L.P.
10. This warrant will be exercised for shares of the Issuer's Common Stock upon the closing of the initial public offering of the Issuer's Common Stock pursuant to the cashless exercise provisions contained therin, based on the price to the public in such offering.
/s/ Arda M. Minocherhomjee 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).
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