Page 4 of 7 – SEC Filing
| Item 1. | Security and Issuer |
This Amendment No. 2 to Schedule 13D (the “Amendment
No. 2”) 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. 2 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, as amended by Amendment
No. 1 thereto filed by Reporting Persons with respect to the Company on September 20, 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. 2, 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. 2.
| 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 1,026,850
shares of Common Stock beneficially owned by the Reporting Persons as of December 14, 2017 was approximately $7,252,921. 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 17,139,371 shares of Common Stock outstanding as of November
3, 2017 in the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2017.
Discovery Equity Partners beneficially owns
1,026,850 shares of Common Stock as of December 14, 2017, which represents 5.9% of
the outstanding Common Stock.
Discovery Group beneficially owns 1,026,850
shares of Common Stock as of December 14, 2017, which represents 5.9% 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.
