SEC Filing | Invivo Therapeutics

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

STERN ADAM K

(Last)

(First)

(Middle)

535 MADISON AVENUE 12TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2010

3. Issuer Name and Ticker or Trading Symbol
INVIVO THERAPEUTICS HOLDINGS CORP. [ NVIV.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	500,083	D
Common Stock	475,079	I	By Pavillion Capital Partners, LLC⁽¹⁾
Common Stock	323,053	I	By Piper Venture Partners, LLC⁽¹⁾
Common Stock	801,507	I	By ST Neuroscience Partners, LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to purchase)	10/26/2010	09/10/2015	Common Stock	40,000	1	D
Warrant (right to purchase)	10/26/2010	08/31/2015	Common Stock	150,000	1	I	By ST Neuroscience Partners, LLC⁽¹⁾
Warrant (right to purchase)	10/26/2010	10/25/2015	Common Stock	151,400	1.4	I	By ST Neuroscience Partners, LLC⁽¹⁾

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of the Issuer's securities held indirectly for the purposes of Section 16, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

	Adam Stern, By Mark F. Coldwell, By Power of Attorney	11/05/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

	Know all by these presents, that the undersigned
hereby makes, constitutes and appoints Mitchell C. Littman,
Steven D. Uslaner and Mark F. Coldwell such undersigned's
true and lawful attorney-in-fact, with full power and
authority as hereinafter described on behalf of and in
the name, place and stead of such undersigned to:

(1)	prepare, execute, acknowledge, deliver and file Forms ID,
3, 4, and 5 (including any amendments thereto) with respect to
the securities of InVivo Therapeutics Holdings Corp. (the
"Company"), with the United States Securities and Exchange
Commission, any national securities exchanges and the Company,
as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time
(the "Exchange Act");

(2)	seek or obtain, as the undersigned's representative and on
the undersigned's behalf, information on transactions in the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any
such information to the undersigned and approves and ratifies
any such release of information; and

(3)	perform any and all other acts which in the discretion of
such attorney-in-fact are necessary or desirable for and on
behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)	this Power of Attorney authorizes, but does not require,
such attorney-in-fact to act in their discretion on information
provided to such attorney-in-fact without independent
verification of such information;

(2)	any documents prepared and/or executed by such attorney-in-
fact on behalf of the undersigned pursuant to this Power of
Attorney will be in such form and will contain such information
and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;

(3)	neither the Company nor such attorney-in-fact assumes (i)
any liability for the undersigned's responsibility to comply
with the requirement of the Exchange Act, (ii) any liability of
the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the
Exchange Act; and

(4)	this Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned's
obligations under the Exchange Act, including without limitation
the reporting requirements under Section 16 of the Exchange Act.

	The undersigned hereby gives and grants the foregoing
attorney-in-fact full power and authority to do and perform all
and every act and thing whatsoever requisite, necessary or
appropriate to be done in and about the foregoing matters as
fully to all intents and purposes as the undersigned might or
could do if present, hereby ratifying all that such attorney-in-
fact of, for an on behalf of the undersigned, shall lawfully do
or cause to be done by virtue of this Limited Power of Attorney.

	This Power of Attorney shall remain in full force and
effect until revoked by the undersigned in a signed
writing delivered to such attorney-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 11th day of October, 2010.

			/s/ Adam Stern
			    Adam Stern


STATE OF NEW YORK

COUNTY OF NEW YORK


	On this 29th day of October, 2010, Adam Stern Personally
appeared before me, and acknowledged that he executed
the foregoing instrument for the purposes therein contained.

	IN WITNESS WHEREOF, I have hereunto set my hand and
official seal.

					/S/LYDIA M. Soler
					Notary Public

					November 3, 2012
					My Commission Expires


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