Amendment to Beneficial Ownership Report - Form SC 13D/A

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)

(Amendment No. 2)¹

Nevro Corp.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

64157F103

(CUSIP Number)

GLENN W. WELLING

ENGAGED CAPITAL, LLC

610 Newport Center Drive, Suite 950

Newport Beach, California 92660

(949) 734-7900

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 12, 2024

(Date of Event Which Requires Filing of This Statement)

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.

1 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).

	1		NAME OF REPORTING PERSON
				Engaged Capital Flagship Master Fund, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				CAYMAN ISLANDS
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					565,452
PERSON WITH		9		SOLE DISPOSITIVE POWER
					- 0 -
		10		SHARED DISPOSITIVE POWER
					565,452
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				565,452
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.5%
	14		TYPE OF REPORTING PERSON
				PN

	1		NAME OF REPORTING PERSON
				Engaged Capital, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					565,452
PERSON WITH		9		SOLE DISPOSITIVE POWER
					- 0 -
		10		SHARED DISPOSITIVE POWER
					565,452
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				565,452
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.5%
	14		TYPE OF REPORTING PERSON
				OO

	1		NAME OF REPORTING PERSON
				Engaged Capital Holdings, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					565,452
PERSON WITH		9		SOLE DISPOSITIVE POWER
					- 0 -
		10		SHARED DISPOSITIVE POWER
					565,452
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				565,452
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.5%
	14		TYPE OF REPORTING PERSON
				OO

	1		NAME OF REPORTING PERSON
				Glenn W. Welling
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					565,452
PERSON WITH		9		SOLE DISPOSITIVE POWER
					- 0 -
		10		SHARED DISPOSITIVE POWER
					565,452
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				565,452
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.5%
	14		TYPE OF REPORTING PERSON
				IN

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Engaged Capital Flagship Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 565,452 Shares beneficially owned by Engaged Capital Flagship Master is approximately $5,411,168, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Items 5(a), (c) and (e) are hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 37,471,622 Shares outstanding as of November 6, 2024, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024.

As of the date hereof, Engaged Capital Flagship Master directly beneficially owned 565,452 Shares, constituting approximately 1.5% of the Shares outstanding.

Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master, may be deemed to beneficially own the 565,452 Shares owned by Engaged Capital Flagship Master, constituting approximately 1.5% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 565,452 Shares owned by Engaged Capital Flagship Master, constituting approximately 1.5% of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 565,452 Shares owned by Engaged Capital Flagship Master, constituting approximately 1.5% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market unless otherwise noted therein.

(e) As of November 12, 2024, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2024

	Engaged Capital Flagship Master Fund, LP
	By:	Engaged Capital, LLC General Partner
	By:	/s/ Glenn W. Welling
		Name:	Glenn W. Welling
		Title:	Founder and Chief Investment Officer

	Engaged Capital, LLC
	By:	/s/ Glenn W. Welling
		Name:	Glenn W. Welling
		Title:	Founder and Chief Investment Officer

	Engaged Capital Holdings, LLC
	By:	/s/ Glenn W. Welling
		Name:	Glenn W. Welling
		Title:	Sole Member

	/s/ Glenn W. Welling
	Glenn W. Welling

SCHEDULE A

Transactions in Securities of the Issuer During the Past 60 Days

Nature of the Transaction

Securities Purchased/(Sold)

Price Per Security($)

Date of Purchase/Sale

ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP

Sale of Common Stock	(75,104)	5.3678	11/04/2024
Sale of Common Stock	(4,931)	5.3397	11/04/2024
Sale of Common Stock	(103,635)	5.5575	11/05/2024
Sale of Common Stock	(7,596)	5.5951	11/05/2024
Sale of Common Stock	(2,822)	5.5914	11/05/2024
Sale of Common Stock	(130,200)	5.7842	11/06/2024
Sale of Common Stock	(20,098)	5.8972	11/06/2024
Sale of Common Stock	(15,221)	5.8403	11/06/2024
Sale of Common Stock	(16,361)	5.4654	11/07/2024
Sale of Common Stock	(41,588)	5.6399	11/07/2024
Sale of Common Stock	(132,444)	5.1437	11/08/2024
Sale of Common Stock	(301,325)	5.3839	11/12/2024
Sale of Common Stock	(5,132)	5.7007	11/12/2024
Sale of Common Stock	(168,219)	6.1274	11/12/2024
Sale of Common Stock	(16,500)	5.9500	11/12/2024
Sale of Common Stock	(1,191)	4.8659	11/13/2024
Sale of Common Stock	(389,610)	4.5867	11/13/2024
Sale of Common Stock	(55,700)	4.1516	11/14/2024
Sale of Common Stock	(389,827)	4.1792	11/14/2024

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