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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Toselli Richard M.
(Last) (First) (Middle)
C/O INVIVO THERAPEUTICS HOLDINGS CORP.
ONE KENDALL SQUARE, SUITE B14402
(Street)
CAMBRIDGE MA 02139
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INVIVO THERAPEUTICS HOLDINGS CORP. [ NVIV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 04/22/2019 F 79 D $1.45 10,693 D
Common Stock 5,228(2) I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares sold by the reporting person pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2018 to satisfy tax withholding obligations applicable to the vesting of 250 stock-settled RSUs.
2. The reporting person holds 5,228 shares of NVIV common stock under the NVIV 401(k) plan. The information in this report is based on a plan statement dated as of April 24, 2019.
Remarks:
President and Chief Executive Officer; Exhibit List: Exhibit 24.1 - Power of Attorney
/s/ Richard M. Toselli 04/24/2019
** 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 4 (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.
                               Power of Attorney

I,  Richard  Toselli, the undersigned, hereby constitute and appoint Richard
Christopher, Heather  Hamel, and Rosemary  Reilly, and each of them
individually, as my true and lawful attorney-in-fact to:

 1. Complete  and  execute  on  my  behalf, as an officer of InVivo Therapeutics
    Holdings  Corp.,  a  Nevada  corporation  (the "Company"), Forms 3, 4, and 5
    required  to  be  filed by me under Section 16(a) of the Securities Exchange
    Act  of  1934, as amended (the "Exchange Act") and the rules and regulations
    thereunder;

 2. Do  and perform any and all acts for and on my behalf which may be necessary
    or  desirable  to  complete  and  execute  any such Forms 3, 4 and 5 and any
    amendment  or  amendments  thereto, and timely file such forms with the U.S.
    Securities  and  Exchange  Commission  (the "SEC") and any stock exchange or
    similar  authority,  including without limitation the filing of a Form ID or
    any  other  application materials to enable me to gain or maintain access to
    the Electronic Data Gathering, Analysis and Retrieval system of the SEC; and

 3. Seek or obtain, as my representative and on my behalf, information regarding
    transactions  in  the  Company's  securities from any third party, including
    brokers,  employee  benefit  plan  administrators and trustees, and I hereby
    authorize   any  such  person  to  release  any  such  information  to  such
    attorney-in-fact and approve and ratify any such release of information; and

 4. Take  any  other  action  of  any  type  whatsoever  in  connection with the
    foregoing,  which  in the opinion of such attorney-in-fact may be of benefit
    to,  in the best interest of, or legally required of me, it being understood
    that  the  documents executed by such attorney-in-fact on my behalf pursuant
    to  this  Power  of  Attorney  shall  be in such form and shall contain such
    information  as such attorney-in-fact may approve in such attorney-in-fact's
    discretion.

I  hereby grant to each of such attorneys-in-fact full power and authority to do
and perform all and every act which is necessary, proper or desirable to be done
in the exercise of any of the rights, powers and authority granted in this Power
of  Attorney,  with  full power of substitution and revocation, and I ratify and
confirm  every  act that such attorney-in-fact lawfully performs or causes to be
done  by  virtue  of this Power of Attorney and the powers and authority granted
herein.

I acknowledge that the attorneys-in-fact appointed in this Power of Attorney, in
serving  in  such capacity at my request, are not assuming or relieving, and the
Company  is not assuming or relieving, any of my responsibilities to comply with
Section  16  of  the  Exchange  Act  or  the  rules or regulations thereunder. I
acknowledge that neither the Company nor the foregoing attorneys-in-fact assume

(i)  any  liability for my responsibility to comply with the requirements of the
Exchange  Act,  (ii)  any  liability of mine for any failure to comply with such
requirements,   or  (iii)  any  obligation  or  liability  of  mine  for  profit
disgorgement under Section 16(b) of the Exchange Act.


This  Power  of  Attorney  shall  supersede  and  revoke  any  Power of Attorney
previously filed in my name and on my behalf.

This  Power  of  Attorney  shall  remain  in full force and effect until I am no
longer  required  to  file  Forms  3,  4  and  5  with respect to my holdings or
transactions  in  securities issued by the Company, unless I earlier revoke this
Power   of   Attorney   in   a   signed   writing  delivered  to  the  foregoing
attorneys-in-fact.

IN  WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as of
April 24, 2019.

 /s/ Richard Toselli
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Print Name: Richard Toselli
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