13D Filing: Discovery Group I, LLC and Invuity Inc. (IVTY)

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED

PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES
EXCHANGE ACT OF 1934

(Amendment No. 1)*

If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.

^*The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).

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 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 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.

The transactions in Common Stock effected
by the Reporting Persons since those reported in the Schedule 13D filed by the Reporting Persons on August 31, 2017 are set out
in Exhibit 1 hereto.

No person other than Discovery
Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6 of the Schedule 13D is hereby amended
to read in its entirety as follows:

There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons
and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery
Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the Reporting Persons
with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with
respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Power of Attorney granted by
Michael R. Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Power of Attorney
is included as Exhibit 3 to this Amendment No. 1.

Signature

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit Index