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. 2)*

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. 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 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 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.

The transactions in Common Stock effected by
the Reporting Persons during the past 60 days 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. 2 included as Exhibit 2 to this Amendment No. 2, 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. 2.

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