Nevro Corp.
|
(Name of Issuer)
|
Common stock, par value $0.001 per share
|
(Title of Class of Securities)
|
64157F103
|
(CUSIP Number)
|
December 31, 2015
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No.
|
64157F103
|
|||
1.
|
NAME OF REPORTING PERSONS
|
|||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Senzar Asset Management, LLC
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [X]
|
||||
3.
|
SEC USE ONLY
|
|||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
5.
|
SOLE VOTING POWER
|
|||
0
|
||||
6.
|
SHARED VOTING POWER
|
|||
1,682,877
|
||||
7.
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED DISPOSITIVE POWER
|
|||
1,682,877
|
||||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
1,682,877
|
||||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
6.0%
|
||||
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA
|
CUSIP No.
|
64157F103
|
|||
1.
|
NAME OF REPORTING PERSONS
|
|||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Senzar Healthcare Master GP, Ltd.
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [X]
|
||||
3.
|
SEC USE ONLY
|
|||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Cayman Islands
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
5.
|
SOLE VOTING POWER
|
|||
0
|
||||
6.
|
SHARED VOTING POWER
|
|||
1,212,739
|
||||
7.
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED DISPOSITIVE POWER
|
|||
1,212,739
|
||||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
1,212,739
|
||||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
4.3%
|
||||
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No.
|
64157F103
|
|||
1.
|
NAME OF REPORTING PERSONS
|
|||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Senzar Healthcare Master Fund, LP
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [X]
|
||||
3.
|
SEC USE ONLY
|
|||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Cayman Islands
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
5.
|
SOLE VOTING POWER
|
|||
0
|
||||
6.
|
SHARED VOTING POWER
|
|||
1,212,739
|
||||
7.
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED DISPOSITIVE POWER
|
|||
1,212,739
|
||||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
1,212,739
|
||||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
4.3%
|
||||
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No.
|
64157F103
|
|||
1.
|
NAME OF REPORTING PERSONS
|
|||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Ajay Bhalla
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [X]
|
||||
3.
|
SEC USE ONLY
|
|||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Canada
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
5.
|
SOLE VOTING POWER
|
|||
0
|
||||
6.
|
SHARED VOTING POWER
|
|||
1,682,877
|
||||
7.
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED DISPOSITIVE POWER
|
|||
1,682,877
|
||||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
1,682,877
|
||||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
6.0%
|
||||
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No.
|
64157F103
|
|||
1.
|
NAME OF REPORTING PERSONS
|
|||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
John R. Yanuklis
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [X]
|
||||
3.
|
SEC USE ONLY
|
|||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
United States of America
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
5.
|
SOLE VOTING POWER
|
|||
0
|
||||
6.
|
SHARED VOTING POWER
|
|||
1,682,877
|
||||
7.
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED DISPOSITIVE POWER
|
|||
1,682,877
|
||||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
1,682,877
|
||||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
6.0%
|
||||
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No.
|
64157F103
|
Item 1.
|
(a).
|
Name of Issuer:
|
|
Nevro Corp.
|
(b).
|
Address of issuer's principal executive offices:
|
||
4040 Campbell Avenue
Menlo Park, California 94025 |
Item 2.
|
(a).
|
Name of person filing:
|
|
Senzar Asset Management, LLC
Senzar Healthcare Master GP, Ltd.
Senzar Healthcare Master Fund, LP
Ajay Bhalla
John R. Yanuklis
|
(b).
|
Address or principal business office or, if none, residence:
|
||
Senzar Asset Management, LLC
400 Madison Avenue, Suite 14D
New York, New York 10017
Senzar Healthcare Master GP, Ltd.
Harneys Services (Cayman) Limited
4th Floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman KY1-1002
Cayman Islands
Senzar Healthcare Master Fund, LP
c/o Senzar Healthcare Master GP, Ltd.
c/o Harneys Services (Cayman) Limited
4th Floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman KY1-1002
Cayman Islands
Ajay Bhalla
John R. Yanuklis
c/o Senzar Asset Management, LLC
400 Madison Avenue, Suite 14D
New York, New York 10017
|
(c).
|
Citizenship:
|
||
Senzar Asset Management, LLC – Delaware limited liability company
Senzar Healthcare Master GP, Ltd. – Cayman Islands exempted company
Senzar Healthcare Master Fund, LP – Cayman Islands exempted limited partnership
Ajay Bhalla – Canada
John R. Yanuklis – United States of America
|
(d).
|
Title of class of securities:
|
||
Common stock, par value $0.001 per share
|
(e).
|
CUSIP No.:
|
||
64157F103
|
Item 3.
|
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
|
(a)
|
[_]
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
(b)
|
[_]
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
[_]
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
[_]
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
[_]
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
(f)
|
[_]
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
(g)
|
[_]
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(h)
|
[_]
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
(i)
|
[_]
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
(j)
|
[_]
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
(k)
|
[_]
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
Item 4.
|
Ownership.
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned:
|
|
Senzar Asset Management, LLC – 1,682,877 shares
Senzar Healthcare Master GP, Ltd. - 1,212,739 shares
Senzar Healthcare Master Fund, LP – 1,212,739 shares
Ajay Bhalla – 1,682,877 shares
John R. Yanuklis – 1,682,877 shares
|
(b)
|
Percent of class:
|
|
Senzar Asset Management, LLC – 6.0%
Senzar Healthcare Master GP, Ltd. – 4.3%
Senzar Healthcare Master Fund, LP – 4.3%
Ajay Bhalla – 6.0%
John R. Yanuklis – 6.0%
|
(c)
|
Number of shares as to which Senzar Asset Management, LLC has:
|
||||
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
(ii)
|
Shared power to vote or to direct the vote
|
1,682,877
|
,
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,682,877
|
.
|
||
Number of shares as to which Senzar Healthcare Master GP, Ltd. has:
|
|||||
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
(ii)
|
Shared power to vote or to direct the vote
|
1,212,739
|
,
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,212,739
|
.
|
||
Number of shares as to which Senzar Healthcare Master Fund, LP has:
|
|||||
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
(ii)
|
Shared power to vote or to direct the vote
|
1,212,739
|
,
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,212,739
|
.
|
||
Number of shares as to which Ajay Bhalla has:
|
|||||
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
(ii)
|
Shared power to vote or to direct the vote
|
1,682,877
|
,
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,682,877
|
.
|
||
Number of shares as to which John R. Yanuklis has:
|
|||||
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
(ii)
|
Shared power to vote or to direct the vote
|
1,682,877
|
,
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,682,877
|
.
|
||
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
|
|
Senzar Healthcare Master GP, Ltd. and Senzar Healthcare Master Fund, LP have ceased to be the beneficial owner of more than 5% of the class of securities reported herein.
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
|
All of the securities reported in this Schedule 13G are owned by advisory clients of Senzar Asset Management, LLC, none of which directly owns more than 5% of the outstanding shares.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
|
|
N/A
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
N/A
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
|
|
N/A
|
|
Item 10.
|
Certification.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
Dated: February 12, 2016
|
Senzar Asset Management, LLC
|
By: /s/ Ajay Bhalla
|
|
Name: Ajay Bhalla
|
|
Title: Managing Member
|
|
Senzar Healthcare Master GP, Ltd.
|
|
By: /s/ Ajay Bhalla
|
|
Name: Ajay Bhalla
|
|
Title: Director
|
|
Senzar Healthcare Master Fund, LP
By: Senzar Healthcare Master GP, Ltd.
Its general partner
|
|
By: /s/ Ajay Bhalla
|
|
Name: Ajay Bhalla
|
|
Title: Director
|
|
/s/ Ajay Bhalla
|
|
Ajay Bhalla
|
|
/s/ John R. Yanuklis
|
|
John R. Yanuklis
|
Dated: February 12, 2016
|
Senzar Asset Management, LLC
|
By: /s/ Ajay Bhalla
|
|
Name: Ajay Bhalla
|
|
Title: Managing Member
|
|
Senzar Healthcare Master GP, Ltd.
|
|
By: /s/ Ajay Bhalla
|
|
Name: Ajay Bhalla
|
|
Title: Director
|
|
Senzar Healthcare Master Fund, LP
|
|
By: Senzar Healthcare Master GP, Ltd.
Its general partner
|
|
By: /s/ Ajay Bhalla
|
|
Name: Ajay Bhalla
|
|
Title: Director
|
|
/s/ Ajay Bhalla
|
|
Ajay Bhalla
|
|
/s/ John R. Yanuklis
|
|
John R. Yanuklis
|