* 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).
CUSIP No.
46187J205
Page
2 of 8
1. Names of Reporting Persons
|
Gardner Lewis Asset Management, L.P.
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
o
|
(b)
o
|
|
3. SEC Use Only
|
4. Source of Funds
|
OO
|
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant to
Items 2(d) or 2(e)
|
o
|
6. Citizenship or Place of Organization
|
Pennsylvania
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
0
|
8. Shared Voting Power
|
0
|
9. Sole Dispositive Power
|
0
|
10. Shared Dispositive Power
|
0
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o
|
13. Percent of Class Represented by Amount in Row (11)
|
0
|
14. Type of Reporting Person
|
IA
|
CUSIP No.
46187J205
Page
3 of 8
1. Names of Reporting Persons
|
Gardner Lewis Asset Management, Inc.
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
o
|
(b)
o
|
|
3. SEC Use Only
|
4. Source of Funds
|
OO
|
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant
to Items 2(d) or 2(e)
|
o
|
6. Citizenship or Place of Organization
|
Delaware
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
0
|
8. Shared Voting Power
|
0
|
9. Sole Dispositive Power
|
0
|
10. Shared Dispositive Power
|
0
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o
|
13. Percent of Class Represented by Amount in Row (11)
|
0
|
14. Type of Reporting Person
|
CO
|
CUSIP No.
46187J205
Page
4 of 8
1. Names of Reporting Persons.
|
Gardner Lewis Merger Arbitrage Fund, L.P.
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
o
|
(b)
o
|
|
3. SEC Use Only
|
4. Source of Funds
|
OO
|
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant
to Items 2(d) or 2(e)
|
o
|
6. Citizenship or Place of Organization
|
Delaware
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
0
|
8. Shared Voting Power
|
0
|
9. Sole Dispositive Power
|
0
|
10. Shared Dispositive Power
|
0
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o
|
13. Percent of Class Represented by Amount in Row (11)
|
0
|
14. Type of Reporting Person
|
PN
|
CUSIP No.
46187J205
Page
5 of 8
1. Names of Reporting Persons.
|
Gardner Lewis Partners, LLC
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
o
|
(b)
o
|
|
3. SEC Use Only
|
4. Source of Funds
|
WC
|
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant
to Items 2(d) or 2(e)
|
o
|
6. Citizenship or Place of Organization
|
Pennsylvania
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
0
|
8. Shared Voting Power
|
0
|
9. Sole Dispositive Power
|
0
|
10. Shared Dispositive Power
|
0
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o
|
13. Percent of Class Represented by Amount in Row (11)
|
0
|
14. Type of Reporting Person
|
OO
|
CUSIP No
46187J205
Page
6 of 8
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 (the “Amendment”)
relates to the Statement of Beneficial Ownership on Schedule 13D filed with respect to the common stock, $0.001 par value (the
“Common Stock”), of Invuity, Inc. (the “Issuer”), which was originally filed on September 24, 2018 (this
“Schedule 13D”). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the
same meanings as set forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of this Schedule 13D is amended
and supplemented by the addition of the following:
Pursuant to the Offer to Purchase, dated
September 24, 2018, from Accipiter Corp., a Delaware corporation, (the “Purchaser”) and a wholly-owned subsidiary of
Stryker Corporation, a Michigan corporation (“Parent”), to purchase all the outstanding shares of Common Stock (the
“Tender Offer”), on October 22, 2018, the Reporting Persons tendered all of the shares of Common Stock beneficially
owned by them as reported on this Schedule 13D and such shares were accepted by the Purchaser on October 23, 2018.
ITEM 5. INTEREST IN SECURITIES OF
THE ISSUER
(a) As
a result of the Tender Offer, the Reporting Persons no longer have any beneficial ownership in the Common Stock.
(c) The
disclosure contained in Item 4 of this Amendment No. 1 is incorporated herein by reference.
(d)
The
Reporting Persons ceased to be beneficial owners of 5% or more of the Issuer's Common Stock on October 23, 2018.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
CUSIP
No.
46187J205
Page 7 of 8
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.
Gardner Lewis Asset Management,
L.P.
By: Gardner Lewis Asset Management, Inc., its general
partner
Dated: October 29, 2018 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management,
Inc.
Dated: October 29, 2018 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
Gardner
Lewis Merger Arbitrage Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: October 29, 2018
By:
/s/
W. Whitfield Gardner
W.
Whitfield
Gardner
Chairman
and CEO
Gardner Lewis Partner, LLC
Dated: October 29, 2018 By:
/s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of
the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power
of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title
of each person who signs the statement shall be typed or printed beneath his signature.
CUSIP No.
46187J205
Page
8 of 8
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with
Rule 13d-1(k)(1) under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all
other reporting persons on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to
the Common Stock, par value $0.001 per share, of Invuity, Inc. and that this Agreement be included as an Exhibit to such joint
filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS
WHEREOF, the undersigned hereby execute the Agreement this 26th day of October, 2018.
Gardner Lewis Asset Management,
L.P.
By: Gardner Lewis Asset Management, Inc., its general
partner
Dated: October 29, 2018 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
Gardner Lewis Asset Management,
Inc.
Dated: October 29, 2018 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
Gardner Lewis Merger Arbitrage
Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: October 29, 2018 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
Gardner Lewis Partner, LLC
Dated: October 29, 2018 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman and CEO