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 Aaron
   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
_____ Officer (give title below) _____ Other (specify below)
(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)   178,170 A $ 0 178,170 D  
Common Stock 08/30/2022   J(1)   150,930 A $ 0 150,930 I Trusts (2)
Common Stock 08/30/2022   J(1)   747,387 A $ 0 747,387 I See Footnote (3)

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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(4)   30,187   08/30/2022 11/13/2028 Common Stock 30,187 $ 0 30,187 D  
Common Stock Option $ 3.15 08/30/2022   J(4)   30,187   08/30/2022 11/11/2029 Common Stock 30,187 $ 0 30,187 D  
Common Stock Option $ 3.15 08/30/2022   J(4)   30,187   08/30/2022 11/19/2030 Common Stock 30,187 $ 0 30,187 D  
Warrants $ 3.15 08/30/2022   J(5)   25,927   08/30/2022 12/14/2023 Common Stock 25,927 $ 0 25,927 I See Footnote (6)

Reporting Owners

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

Signatures

 /s/ Aaron 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 five trusts, each one established for a separate grandchild of the Reporting Person, each trust owning an aggregate of 30,186 shares of common stock, all trusts with the same terms, over which the Reporting Person has voting and dispositive authority.
(3) Represents shares of common stock owned by MFE, LLC over which the Reporting Person has voting and dispositive authority. The Reporting Person disclaims pecuniary interest in 20% of the limited liability company and therefore 149,478 shares of common stock held by the limited liability company, which are beneficially owned by other members of the limited liability company.
(4) Represents the replacement option to be issued by Vivian 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.
(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.
(6) Represents shares of common stock underlying a warrant owned by MFE, LLC over which the Reporting Person has voting and dispositive authority. The Reporting Person disclaims pecuniary interest in 20% of the limited liability company and therefore 5,185 shares of common stock held by the limited liability company, which are beneficially owned by other members of the limited liability company.

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