Nevro : Annual Statement of Changes in Beneficial Ownership

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

[ ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION	OMB APPROVAL
OMB Number: 3235-0362
Washington, D.C. 20549	Estimated average burden
	hours per response... 1.0

ANNUAL STATEMENT OF CHANGES IN 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

1. Name and Address of Reporting Person *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

JAEGER WILFRED E

NEVRO CORP [NVRO]

__X__ Director

_____ 10% Owner

(Last)

(First)

(Middle)

3. Statement for Issuer's Fiscal Year Ended

_____ Officer (give title below)

_____ Other (specify below)

(MM/DD/YYYY)

12/31/2019

C/O NEVRO CORP., 1800 BRIDGE

PARKWAY

(Street)

4. If Amendment, Date Original Filed(MM/DD/YYYY) 6. Individual or Joint/Group Filing(Check Applicable Line)

REDWOOD CITY, CA 94065

_X_ Form Filed by One Reporting Person

(City)

(State)

(Zip)

___ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A)

5. Amount of Securities Beneficially Owned

6.

7. Nature of

(Instr. 3)

Execution

(Instr. 8)

or Disposed of (D)

Following Reported Transaction(s)

Ownership

Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I)

Amount

(D)

Price

(Instr. 4)

Common Stock

11/29/2017

J5

(1)

7976

A

$0.00

25341

I

See

footnote (3)

Common Stock

11/29/2017

J5

(2)

349

A

$0.00

25341

I

See

footnote (3)

Common Stock

5/9/2018

J5

(1)

16302

A

$0.00

25341

I

See

footnote (3)

Common Stock

5/9/2018

J5

(2)

714

A

$0.00

25341

I

See

footnote (3)

Common Stock

11/29/2017

J5

(1)

1021

A

$0

3106

I

See

footnote (4)

Common Stock

5/9/2018

J5

(2)

2085

A

$0

3106

I

See

footnote (4)

Common Stock

11/29/2017

J5

(1)

1021

A

$0

3106

I

See

footnote (5)

Common Stock

5/9/2018

J5

(2)

2085

A

$0

3106

I

See

footnote (5)

Common Stock

8216 (6)

D

Common Stock

0

I

See

footnote (7)

Common Stock

0

I

See

footnote (8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2. Conversion

3. Trans.

3A. Deemed

4. Trans.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number

10.

11. Nature

Security

or Exercise

Date

Execution

Code

Derivative Securities

Expiration Date

Securities Underlying

Derivative

of

Ownership

of Indirect

(Instr. 3)

Price of

Date, if any

(Instr. 8)

Acquired (A) or

(MM/DD/YYYY)

Derivative Security

Security

Derivative

Form of

Beneficial

Derivative

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Securities

Derivative

Ownership

Security

(Instr. 3, 4 and 5)

Beneficially

Security:

(Instr. 4)

Owned at

Direct (D)

Date

Expiration

Amount or Number of

End of

or Indirect

Title

Issuer's

(I)

Exercisable

Date

Shares

Fiscal Year

(Instr. 4)

(A)

(D)

(Instr. 4)

Explanation of Responses:

1. Pro rata in-kind distribution from Three Arch Management IV, LLC for no consideration.
2. Pro rata in-kind distribution from Three Arch Associates IV, LP for no consideration.
3. Shares are held by Wilfred E. Jaeger and Judith F. Jaeger, TTEES of the Jaeger Family Trust DTD 4/30/99.
4. Shares are held by Nicholas Graham Jaeger 2002 Irrevocable Trust U/D/T 04/23/2002.

1. Shares are held by Emma Louise Jaeger 2002 Irrevocable Trust U/D/T 04/23/2002.
2. Includes 2,913 RSUs.
3. Shares are held by Three Arch Partners IV, L.P. ("TAP IV"). TAP IV distributed pro rata in-kind to its members 244,599 shares on 11/29/17 and 500,109 shares on 5/9/18.
4. Shares are held by Three Arch Associates IV, L.P. ("TAA IV"). TAA IV distributed pro rata in-kind to its members 5,401 shares on 11/29/17 and 11,042 shares on 5/9/18.

Reporting Owners

Reporting Owner Name / Address		Relationships
Director	10% Owner	OfficerOther
JAEGER WILFRED E
C/O NEVRO CORP.	X
1800 BRIDGE PARKWAY
REDWOOD CITY, CA 94065

Signatures
/s/ Andrew Galligan, as Attorney-in-Fact for Wilfred E. Jaeger	2/14/2020
**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.

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