Page 4 of 7 – SEC Filing
| Item 1. | Security and Issuer |
This Amendment No. 1 to Schedule 13D (the
“Amendment No. 1”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”),
of Invuity, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 444 De
Haro Street, San Francisco, CA 94107. This Amendment No. 1 amends and supplements, as set forth below, the information contained
in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on August 31, 2017 (the “Schedule
13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except
as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best
of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 1.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended
to read in its entirety as follows:
The total purchase price for the 1,204,437
shares of Common Stock beneficially owned by the Reporting Persons as of September 19, 2017 was approximately $8,532,351. The source
of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained
in the ordinary course of business by Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity
Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended
to read in its entirety as follows:
The information concerning percentages
of ownership set forth below is based on 17,050,067 shares of Common Stock outstanding
as of July 24, 2017 in the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2017.
Discovery Equity Partners beneficially
owns 1,204,437 shares of Common Stock as of September 19, 2017, which represents 7.1%
of the outstanding Common Stock.
Discovery Group beneficially owns 1,204,437
shares of Common Stock as of September 19, 2017, which represents 7.1% of the outstanding
Common Stock.
Discovery
Group is the investment manager of Discovery Equity Partners. Discovery Group exercises ultimate voting and dispositive
power of the securities held by Discovery Equity Partners. As a consequence, Discovery Group may be deemed to share beneficial
ownership of all of the shares of Common Stock owned by Discovery Equity Partners. Voting and disposition decisions at Discovery
Group with respect to the investment of such securities are made by a five-person investment committee (the “Committee”)
which makes such investment decisions by majority vote. No member of the Committee may act individually to vote or sell shares
of Common Stock held by Discovery Equity Partners, nor does any such member have a veto right concerning the vote or sale of any
such common stock. Accordingly, no individual member of the Committee is deemed to beneficially own, and each individual member
of the Committee expressly disclaims beneficial ownership of, within the meaning of Rule 13d-3, any shares of Common Stock held
by Discovery Equity Partners solely by virtue of the fact that he or she is a member of the Committee.
