Title: rrd293665_331408.html

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

OMB APPROVAL
OMB Number: | 3235-0287
Estimated average burden
hours per response: | 0.5

| 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^*
ROBERTS RICHARD JOHN

(Last) | (First) | (Middle)
C/O INVIVO THERAPEUTICS HOLDINGS CORP.
ONE BROADWAY, 14TH FLOOR

(Street) 
CAMBRIDGE | MA | 02142

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2011

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 | | |

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 | | | |
Stock Option (right to buy) | $1.98 | 12/10/2011 | | A | | 50,000 | | ^(1) | 12/10/2021 | Common Stock | 50,000 | $0 | 50,000 | D |
Explanation of Responses:
1. Option vests in 12 equal monthly installments on each monthly anniversary of the grant date until fully vested on the first anniversary of the grant date.
| /s/ Thomas B. Rosedale (by Power of Attorney) | 12/12/2011
| ** 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.

INVIVO THERAPEUTICS HOLDINGS CORP.

LIMITED POWER OF ATTORNEY

        This statement confirms that the
 undersigned has authorized and designated
each of Ann Imes, Heather Turner and
Thomas B. Rosedale his attorneys-in-fact
 to (i) prepare, execute and file on behalf
of the undersigned Form ID or any other
necessary documents or forms in order to
obtain access codes (including, without
limitation, CIK and CCC codes) for the
undersigned to permit filing on EDGAR, and
(ii) prepare, execute and file on behalf
of the undersigned all Forms 3, 4 and
5 (including any amendments thereto) that
the undersigned may be required to file with
the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or
transactions in securities of InVivo Therapeutics
Holdings Corp.  The authority of such attorneys
under this Power of Attorney shall continue until
the undersigned is no longer required to file Forms
3, 4 and 5 with regard to the undersigned's ownership
of or transactions in securities of InVivo Therapeutics
Holdings Corp., unless earlier revoked in writing.  The
undersigned acknowledges that such attorneys are not
assuming any of the undersigned's responsibilities to
comply with the requirements of Section 16 of the
Securities Exchange Act of 1934, as amended, or any
of the undersigned's liabilities for failure to comply
with such requirements.

                                /s/   Richard Roberts
Date: November 2, 2010          -----------------------------
                                Name: Richard Roberts