FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LUCIER GREGORY T

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
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO

(Last)          (First)          (Middle)

7475 LUSK BLVD

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2016 
(Street)

SAN DIEGO, CA 92121

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
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 Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
PRSUs   (1) $0.00   8/19/2015     A4   (2) 112491         (3)   (3) Common Stock   112491   (3) $0.00   112491   D    

Explanation of Responses:
( 1)  Each Performance Restricted Stock Unit ("PRSU") represents a contingent right to receive between 0% and 200% of one share of the Issuer's common stock upon vesting, based on the achievement of the performance conditions established for such PRSUs.
( 2)  As disclosed by the Issuer on a Form 8-K filed on May 26, 2015, these PRSUs were granted to the Reporting Person on May 22, 2015, contingent upon purchases of the Issuer's common stock made by the Reporting Person during the period May 22, 2015 through August 19, 2015. The Reporting Person filed Form 4s to report the purchases of the Issuer's common stock during this period, but due to an administrative error, the grant of these PRSUs was inadvertently not reported on a Form 4.
( 3)  The number of shares of the Issuer's common stock subject to the PRSUs reported on this Form 5 represents payout at target. The number of shares payable upon vesting of the PRSUs could range from 0% to 200% of target (0 to 224,982 shares), if and to the extent that the Issuer's closing stock price reaches and maintains specified levels over the 15 consecutive trading days ending May 22, 2020, the end of the performance period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LUCIER GREGORY T
7475 LUSK BLVD
SAN DIEGO, CA 92121
X
Chairman & CEO

Signatures
/s/ Nathaniel B. Sisitsky, Attorney-in-Fact for Gregory T. Lucier 2/13/2017
** 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 control number.
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