Form SC 13G - Statement of Beneficial Ownership by Certain Investors
December 04 2024 - 3:27PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ) *
Nevro Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
64157F103
(CUSIP Number)
November 19, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
(Page 1 of 8 Pages)
_____________________________________________
* 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 the disclosures provided in a prior cover page.
The information required in
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 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).
| CUSIP No. |
64157F103 |
13G |
Page 2 of 8 Pages |
| 1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Shay Capital LLC
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
| 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
1,969,797
|
|
| 6. |
SHARED VOTING POWER
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
1,969,797
|
|
|
8.
|
SHARED DISPOSITIVE POWER
0
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,969,797 (1)
|
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.26%
|
| 12. |
TYPE OF REPORTING PERSON*
CO |
(1) Includes 641,100 shares of common stock issuable upon exercise
of call options that are currently exercisable.
| CUSIP No. |
64157F103 |
13G |
Page 3 of 8 Pages |
| 1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Shay Capital Holdings LLC
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
| 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
1,969,797
|
|
| 6. |
SHARED VOTING POWER
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
1,969,797
|
|
|
8.
|
SHARED DISPOSITIVE POWER
0
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,969,797 (1)(2)
|
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.26%
|
| 12. |
TYPE OF REPORTING PERSON*
IA |
(1) Includes 641,100 shares of common
stock issuable upon exercise of call options that are currently exercisable.
(2) Consists of securities directly
beneficially owned by Shay Capital LLC, of which Shay Capital Holdings LLC is the sole manager.
| CUSIP No. |
64157F103 |
13G |
Page 4 of 8 Pages |
| Item 1(a). |
Name of Issuer: |
| |
|
| |
Nevro Corp.
|
| |
|
| Item 1(b). |
Address of Issuer's Principal Executive Offices: |
| |
|
| |
1800 Bridge Parkway
Redwood City, CA 94065
|
| |
|
| Item 2(a). |
Name of Person Filing: |
| |
|
| |
Shay Capital LLC
Shay Capital Holdings LLC
|
| |
|
| Item 2(b). |
Address of Principal Business Office, or if None, Residence: |
| |
|
| |
The principal business address of each Reporting Person is 280 Park
Avenue, 5th Floor West, New York, NY 10017.
|
| |
|
| Item 2(c). |
Citizenship: |
| |
|
| |
Shay Capital LLC and Shay Capital Holdings LLC – Delaware
|
| |
|
| Item 2(d). |
Title of Class of Securities: |
| |
|
| |
Common Stock, par value $0.001 per share
|
| |
|
| Item 2(e). |
CUSIP Number: |
| |
|
| |
64157F103
|
| |
|
|
| Item 3. |
If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
| |
|
| (a) |
☐ |
Broker or dealer registered under Section 15 of the
Exchange Act.
|
| |
|
|
| (b) |
☐ |
Bank as defined in Section 3(a)(6) of the Exchange Act. |
| |
|
|
| (c) |
☐ |
Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
|
| |
|
|
| (d) |
☐ |
Investment company registered under Section 8 of the
Investment Company Act.
|
| |
|
|
| (e) |
☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| CUSIP No. |
64157F103 |
13G |
Page 5 of 8 Pages |
| (f) |
☐ |
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
| |
|
|
| (g) |
☐ |
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
| |
|
|
(h) |
☐ |
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
|
| |
|
|
| (i) |
☐ |
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
|
| |
|
|
| (j) |
☐ |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| |
|
|
| (k) |
☐ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance
with Rule 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**: |
| |
|
|
| |
|
Shay Capital LLC – 1,969,797
Shay Capital Holdings LLC – 1,969,797
|
| |
|
|
| (b) |
Percent of class**: |
| |
|
|
| |
|
Shay Capital LLC – 5.26%
Shay Capital Holdings LLC – 5.26%
|
| |
|
|
| (c) |
Number of shares as to which such person has**: |
| |
|
|
| |
(i) |
Sole power to vote or to direct the vote: |
| |
|
|
| |
|
|
Shay Capital LLC –
1,969,797
Shay Capital Holdings
LLC – 1,969,797
|
| |
|
|
| |
(ii) |
Shared power to vote or to direct the vote: |
| |
|
|
| |
|
|
Shay Capital LLC – 0
Shay Capital Holdings LLC – 0
|
| |
(iii) |
Sole power to dispose or to direct the disposition of:
|
| |
|
|
| |
|
|
Shay Capital LLC –
1,969,797
Shay Capital Holdings
LLC – 1,969,797
|
| CUSIP No. |
64157F103 |
13G |
Page 6 of 8 Pages |
| |
(iv) |
Shared power to dispose or to direct the disposition
of:
|
| |
|
|
| |
|
|
Shay Capital LLC – 0
Shay Capital Holdings LLC – 0
|
**See footnotes on cover pages which are incorporated by reference
herein.
| 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 ☐
|
| |
|
| |
|
| |
|
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
| |
|
| |
N/A |
| |
|
| 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 ss.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 ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating
the identity of each member of the group.
|
| |
|
| |
See Exhibit B |
| |
|
| 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 |
| CUSIP No. |
64157F103 |
13G |
Page 7 of 8 Pages |
| Item 10. |
Certifications. |
| |
|
|
"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, other than activities solely in connection with a nomination
under § 240.14a-11."
|
| CUSIP No. |
64157F103 |
13G |
Page 8 of 8 Pages |
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.
SHAY CAPITAL LLC
By: Shay Capital Holdings LLC, its Manager
By: /s/ Elan Foxman
Name: Elan Foxman
Title: Chief Financial Officer
SHAY CAPITAL HOLDINGS LLC
By: /s/ Elan Foxman
Name: Elan Foxman
Title: Chief Financial Officer
Dated: December 4, 2024
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all amendments thereto,
relating to the common stock of Nevro Corp. shall be filed on behalf of the undersigned.
SHAY CAPITAL LLC
By: Shay Capital Holdings LLC, its Manager
By: /s/ Elan Foxman
Name: Elan Foxman
Title: Chief Financial Officer
SHAY CAPITAL HOLDINGS LLC
By: /s/ Elan Foxman
Name: Elan Foxman
Title: Chief Financial Officer
Dated: December 4, 2024
Exhibit B
Due to the relationships between
them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934.
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