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*
ENTERPRISE MANAGEMENT PARTNERS IV LP

(Last) (First) (Middle)
2223 AVENIDA DE LA PLAYA, SUITE 300

(Street)
LA JOLLA CA 92037

(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 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)
Form filed by One Reporting Person
X 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 7,360 I See footnotes(1)(2)(3)(4)(5)(6)
Common Stock 640 I See footnotes(1)(7)(8)(9)(10)(24)
Series A Preferred Stock(12) 2,070,000 I See footnotes(1)(2)(3)(4)(5)(6)
Series A Preferred Stock(12) 180,000 I See footnotes(1)(7)(8)(9)(10)(11)
Series B Preferred Stock(12) 1,003,637 I See footnotes(1)(2)(3)(4)(5)(6)
Series B Preferred Stock(12) 87,272 I See footnotes(1)(7)(8)(9)(10)(11)
Series C Preferred Stock(12) 346,769 I See footnotes(1)(2)(3)(4)(5)(6)
Series C Preferred Stock(12) 30,154 I See footnotes(1)(7)(8)(9)(10)(11)
Series D Preferred Stock(12) 819,435 I See footnotes(1)(13)(14)(15)(16)(17)
Series D Preferred Stock(12) 168,708 I See footnotes(1)(18)(19)(20)(21)(22)
Series D-1 Preferred Stock(12) 98,333 I See footnotes(1)(13)(14)(15)(16)(17)
Series D-1 Preferred Stock(12) 20,245 I See footnotes(1)(18)(19)(20)(21)(22)
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
Warrant (Right to Purchase Series B Preferred Stock)(12)(23) 10/13/1999 10/13/2004 Series B Preferred Stock 40,362 2.75 I See footnotes(1)(2)(3)(4)(5)(6)
Warrant (Right to Purchase Series B Preferred Stock)(12)(23) 10/13/1999 10/13/2004 Series B Preferred Stock 3,510 2.75 I See footnotes(1)(7)(8)(9)(10)(11)
Warrant (Right to Purchase Common Stock)(23) 06/19/2003 06/19/2010 Common Stock 15,733 0.63 I See footnotes(1)(13)(14)(15)(16)(17)
Warrant (Right to Purchase Series D Preferred Stock)(12)(23) 02/14/2001 02/14/2006 Series D Preferred Stock 54,400 2.53 I See footnotes(1)(13)(14)(15)(16)(17)
Warrant (Right to Purchase Series D Preferred Stock)(12)(23) 04/12/2001 04/12/2006 Series D Preferred Stock 10,163 2.53 I See footnotes(1)(13)(14)(15)(16)(17)
Warrant (Right to Purchase Common Stock)(23) 06/19/2003 06/19/2010 Common Stock 3,239 0.63 I See footnotes(1)(18)(19)(20)(21)(22)
Warrant (Right to Purchase Series D Preferred Stock)(12)(23) 02/14/2001 02/14/2006 Series D Preferred Stock 11,200 2.53 I See footnotes(1)(18)(19)(20)(21)(22)
Warrant (Right to Purchase Series D Preferred Stock)(12)(23) 04/12/2001 04/12/2006 Series D Preferred Stock 2,093 2.53 I See footnotes(1)(18)(19)(20)(21)(22)
1. Name and Address of Reporting Person*
ENTERPRISE MANAGEMENT PARTNERS IV LP

(Last) (First) (Middle)
2223 AVENIDA DE LA PLAYA, SUITE 300

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENTERPRISE PARTNERS IV LP

(Last) (First) (Middle)
2223 AVENIDA DE LA PLAYA, SUITE 300

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENTERPRISE PARTNERS IV ASSOCIATES LP

(Last) (First) (Middle)
2223 AVENIDA DE LA PLAYA, SUITE 300

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENTERPRISE MANAGEMENT PARTNERS IVA LP

(Last) (First) (Middle)
2223 AVENIDA DE LA PLAYA, SUITE 300

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENTERPRISE PARTNERS ANNEX FUND IV LP

(Last) (First) (Middle)
2223 AVENIDA DE LA PLAYA, SUITE 300

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENTERPRISE PARTNERS ANNEX FUND IV A LP

(Last) (First) (Middle)
2223 AVENIDA DE LA PLAYA, SUITE 300

(Street)
LA JOLLA 92037

(City) (State) (Zip)
1. Name and Address of Reporting Person*
STENSRUD WILLIAM R

(Last) (First) (Middle)
2223 AVENIDA DE LA PLAYA, SUITE 300

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SENYEI ANDREW E

(Last) (First) (Middle)
2223 AVENIDA DE LA PLAYA, SUITE 300

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BERGLUND JAMES H

(Last) (First) (Middle)
2223 AVENIDA DE LA PLAYA, SUITE 300

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
Explanation of Responses:
1. The Designated Filer is executing this report on behalf of Enterprise Management Partners IV, L.P., Enterprise Partners IV, L.P., Enterprise Partners IV Associates, L.P., Enterprise Management Partners IV-A, L.P., Enterprise Partners Annex Fund IV, L.P., Enterprise Partners Annex Fund IV-A, L.P., Andrew E. Senyei, James H. Berglund and William R. Stensrud (collectively, the Reporting Persons), each of whom has authorized it do so. Each of the Reporting Persons disclaim beneficial ownership of the securities of the Issuer to the extent it exceeds such Reporting Person's pecuniary interest.
2. The amounts shown in Table I and Table II represent the beneficial ownership of the equity securities of the Issuer by Enterprise Partners IV, L.P.
3. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners IV, L.P., a portion of which may be deemed attributable to Enterprise Management Partners IV, L.P., because it is the general partner of Enterprise Partners IV, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
4. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners IV, L.P., a portion of which may be deemed attributable to Andrew E. Senyei, because he is a general partner of Enterprise Management Partners IV, L.P., the general partner of Enterprise Partners IV, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
5. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners IV, L.P., a portion of which may be deemed attributable to James H. Berglund, because he is a general partner of Enterprise Management Partners IV, L.P., the general partner of Enterprise Partners IV, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
6. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners IV, L.P., a portion of which may be deemed attributable to William R. Stensrud, because he is a general partner of Enterprise Management Partners IV, L.P., the general partner of Enterprise Partners IV, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
7. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners IV Associates, L.P.
8. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to Enterprise Management Partners IV, L.P., because it is the general partner of Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
9. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to Andrew E. Senyei, because he is a general partner of Enterprise Management Partners IV, L.P., the general partner of Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
10. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to James H. Berglund, because he is a general partner of Enterprise Management Partners IV, L.P., the general partner of Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
11. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to William R. Stensrud, because he is a general partner of Enterprise Management Partners IV, L.P., the general partner of Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
12. Immediately following the closing of the initial public offering of the Issuers Common Stock, all outstanding shares of Preferred Stock will be automatically converted into shares of the Issuers Common Stock.
13. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners Annex Fund IV, L.P.
14. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners Annex Fund IV, L.P., a portion of which may be deemed attributable to Enterprise Management Partners IV-A, L.P., because it is the general partner of Enterprise Partners Annex Fund IV, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
15. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners Annex Fund IV, L.P., a portion of which may be deemed attributable to Andrew E. Senyei, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
16. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners Annex Fund IV, L.P., a portion of which may be deemed attributable to James H. Berglund, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
17. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners Annex Fund IV, L.P., a portion of which may be deemed attributable to William R. Stensrud, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
18. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners Annex Fund IV-A, L.P.
19. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to Enterprise Management Partners IV-A, L.P., because it is the general partner of Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
20. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to Andrew E. Senyei, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
21. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to James H. Berglund, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
22. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners Annex Fund IV-A, L.P., a portion of which may be deemed attributable to William R. Stensrud, because he is a general partner of Enterprise Management Partners IV-A, L.P., the general partner of Enterprise Partners Annex Fund IV-A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
23. This warrant will be automatically exercised for shares of common stock upon the closing of the initial public offering of the Issuers Common Stock pursuant to the cashless exercise provisions contained therein, based on the price to the public in such offering.
24. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuers equity securities by Enterprise Partners IV Associates, L.P., a portion of which may be deemed attributable to William R. Stensrud, because he is a general partner of Enterprise Management Partners IV, L.P., the general partner of Enterprise Partners IV Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.
/s/ Andrew Senyei, general partner of Enterprise Managment Partners IV, L.P. 05/12/2004
/s/ Andrew Senyei, general partner of Enterprise Management Partners IV, L.P., general partner of Enterprise Partners IV, L.P. 05/12/2004
/s/ Andrew Senyei, general partner of Enterprise Management Partners IV, L.P., general partner of Enterprise Partners IV Associates, L.P. 05/12/2004
/s/ Andrew Senyei, general partner of Enterprise Management Partners IV-A, L.P. 05/12/2004
/s/ Andrew Senyei, general partner of Enterprise Management Partners IV-A, L.P., general partner of Enterprise Partners Annex Fund IV, L.P. 05/12/2004
/s/ Andrew Senyei, general partner of Enterprise Management Partners IV-A, L.P., general partner of Enterprise Partners Annex Fund IV-A, L.P. 05/12/2004
/s/ Willam R. Stensrud 05/12/2004
/s/ Andrew Senyei 05/12/2004
/s/ James Berglund 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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