| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Inari Medical, Inc. [ NARI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 03/16/2021 | J(1) | 2,619,872 | D | (1) | 2,619,872 | I | Directly owned by USVP X(2) | ||
| Common Stock | 03/16/2021 | J(1) | 83,814 | D | (1) | 83,813 | I | Directly owned by AFF X(2) | ||
| Common Stock | 03/16/2021 | J(1) | 685,827 | A | (1) | 685,827 | I | Directly owned by PMG X.(3) | ||
| Common Stock | 03/16/2021 | J(1) | 685,827 | D | (1) | 0 | I | Directly owned by PMG X.(4) | ||
| Common Stock | 03/16/2021 | J(1) | 77,296 | A | (1) | 242,988 | I | Directly owned by Tansey(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents a pro-rata in-kind distribution of the Issuer's common stock, and not a purchase or sale, without additional consideration to their respective partners, members and assignees, as applicable. |
| 2. Represents a pro-rata in-kind distribution of the Issuer's common stock held directly by each of U.S. Venture Partners X, L.P. ("USVP X") and USVP X Affiliates Fund, L.P. ("AFF X" and, together with USVP X, the "USVP X Funds"), and may be deemed to have sole voting and dispositive power over the securities held by the USVP X Funds. Casey Tansey is the sole managing partner of PMG X and may be deemed to have shared voting and sole dispositive power over the reported securities held by the USVP X Funds, and disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein. |
| 3. Represents a pro-rata in-kind distribution of the Issuer's common stock to PMG X from each of the USVP Funds, without additional consideration. Casey Tansey is the sole managing partner of PMG X and may be deemed to have shared voting and sole dispositive power over the reported securities held by PMG X, and disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein. |
| 4. Represents a pro-rata in-kind distribution of the Issuer's common stock held directly by PMG X, without additional consideration, to its members (the "PMG X Distribution"). Casey Tansey is the sole managing partner of PMG X and may be deemed to have shared voting and sole dispositive power over the reported securities held by PMG X, and disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein. |
| 5. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the PMG X Distribution. |
| Remarks: |
| Dale Holladay -Attorney in Fact for each Reporting Person | 03/18/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||