FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mendelsohn Adam
   2. Issuer Name and Ticker or Trading Symbol
Vivani Medical, Inc. [VANI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
C/O 5858 HORTON ST, SUITE 280		 3. Date of Earliest Transaction (Month/Day/Year)
08/30/2022
(Street)

EMERYVILLE, CA 94608		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 08/30/2022   J(1)   3,622,015 A $ 0 3,622,015 D  
Common Stock 08/30/2022   J(1)   90,558 A $ 0 90,558 I Trusts (2)

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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 Underlying Securities
(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 of Derivative Security: 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
Common Stock Option $ 3.15 08/30/2022   J(3)   60,373 (4)   08/30/2022 11/13/2028 Common Stock 60,373 $ 0 60,373 (4) D  
Warrant $ 3.15 08/30/2022   J(5)   31,774   08/30/2022 11/26/2023 Common Stock 31,774 $ 0 31,774 D  
Warrant $ 3.15 08/30/2022   J(5)   4,585   08/30/2022 12/14/2023 Common Stock 4,585 $ 0 4,585 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mendelsohn Adam
C/O 5858 HORTON ST, SUITE 280
EMERYVILLE, CA 94608		   X     CEO  

Signatures

 /s/ Adam Mendelsohn   08/31/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of common stock issued in the acquisition transaction of Nano Precision Medical Inc. consummated August 30, 2022.
(2) Represents shares of common stock held by three trusts for the benefit of the children of the Reporting Person, over which the Reporting Person and his spouse have joint voting and diapositive authority. The Reporting Person disclaims pecuniary ownership in the shares of common stock held by the three trusts. Excludes 77,331 shares of common stock held by MFE, LLC in which the Reporting Person has a 10% ownership interest and therefore a pecuniary interest in such shares, but over which the Reporting Person does not have any voting or diapositive authority.
(3) Represents the replacement option to be issued by Vivani Medical, Inc. (f/k/a Second Sight Medical Products, Inc.) at the effective time of the merger acquisition thereof, pursuant to the terms of the Agreement and Plan of Merger entered into on February 4, 2022.
(4) The option vests 1/48 per month over the four years after the date of grant commencing on December 12, 2018, and the balance thereafter vests in full on the fifth anniversary of the date of grant.
(5) Represents warrants to purchase shares of common stock assumed on the effective date of the acquisition of Nano Precision Medical, Inc., consummated on August 30, 2022 pursuant to the Agreement and Plan of Merger dated February 4, 2022.

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