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

FORM D	OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0	
Notice of Exempt Offering of Securities	

	
1. Issuer's Identity	
CIK (Filer ID Number)	Previous Name(s)   o None	Entity Type	
0001501134	Locus Development Inc
 	x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other	
Name of Issuer			
  InVitae Corp			
Jurisdiction of Incorporation/Organization			
DELAWARE			
 	
Year of Incorporation/Organization	
 	o	Over Five Years Ago	
 	x	Within Last Five Years (Specify Year)	2010	
 	o	Yet to Be Formed	 	

2. Principal Place of Business and Contact Information	
Name of Issuer	 	
  InVitae Corp	 	
Street Address 1	Street Address 2	
  458 BRANNAN STREET	 	
City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer	
  SAN FRANCISCO	  CALIFORNIA	  94107	  (415) 992-8173  	

3. Related Persons	
Last Name	First Name	Middle Name	
George	Sean		
Street Address 1	Street Address 2	
458 Brannan Street		
City	State/Province/Country	ZIP/Postal Code	
San Francisco	CALIFORNIA	94107	
Relationship:	x	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Scott	Randal		
Street Address 1	Street Address 2	
458 Brannan Street		
City	State/Province/Country	ZIP/Postal Code	
San Francisco	CALIFORNIA	94107	
Relationship:	x	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Aguiar	Eric		
Street Address 1	Street Address 2	
458 Brannan Street		
City	State/Province/Country	ZIP/Postal Code	
San Francisco	CALIFORNIA	94107	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Crouse	Geoffrey		
Street Address 1	Street Address 2	
458 Brannan Street		
City	State/Province/Country	ZIP/Postal Code	
San Francisco	CALIFORNIA	94107	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

 

Last Name	First Name	Middle Name	
Tompane	Richard		
Street Address 1	Street Address 2	
458 Brannan Street		
City	State/Province/Country	ZIP/Postal Code	
San Francisco	CALIFORNIA	94107	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Cargill	Michele		
Street Address 1	Street Address 2	
458 Brannan Street		
City	State/Province/Country	ZIP/Postal Code	
San Francisco	CALIFORNIA	94107	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

 

4. Industry Group	
o	Agriculture	 	Health Care	o	Retailing	
 	Banking & Financial Services	 	x	Biotechnology	o	Restaurants	
 	o	Commercial Banking	 	o	Health Insurance	 	Technology	
 	o	Insurance	 	o	Hospitals & Physicians	 	o	Computers	
 	o	Investing	 	o	Pharmaceuticals	 	o	Telecommunications	
 	o	Investment Banking	 	o	Other Health Care	 	o	Other Technology	
 	o	Pooled Investment Fund
	 	 	 	 	Travel	
 	o	Other Banking & Financial Services	o	Manufacturing	 	o	Airlines & Airports	
			 	Real Estate	 	o	Lodging & Conventions	
			 	o	Commercial	 	o	Tourism & Travel Services	
			 	o	Construction	 	o	Other Travel	
			 	o	REITS & Finance	o	Other	
			 	o	Residential	 	
			 	o	Other Real Estate	 	
o	Business Services	 	
 	Energy	 	
 	o	Coal Mining	 	
 	o	Electric Utilities	 	
 	o	Energy Conservation	 	
 	o	Environmental Services	 	
 	o	Oil & Gas	 	
 	o	Other Energy	 	

5. Issuer Size	
Revenue Range	Aggregate Net Asset Value Range	
x	No Revenues	o	No Aggregate Net Asset Value	
o	$1 - $1,000,000	o	$1 - $5,000,000	
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000	
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000	
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000	
o	Over $100,000,000	o	Over $100,000,000	
o	Decline to Disclose	o	Decline to Disclose	
o	Not Applicable	o	Not Applicable	

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)	
o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505	
o	Rule 504 (b)(1)(i)	x	Rule 506	
o	Rule 504 (b)(1)(ii)	o	Securities Act Section 4(5)	
o	Rule 504 (b)(1)(iii)	o	Investment Company Act Section 3(c)	

7. Type of Filing	
x	New Notice	Date of First Sale  	2012-08-08	o	First Sale Yet to Occur	
o	Amendment	

8. Duration of Offering	
Does the Issuer intend this offering to last more than one year?	o	Yes	x	No	

9. Type(s) of Securities Offered (select all that apply)	
o	Pooled Investment Fund Interests	x	Equity	
o	Tenant-in-Common Securities	o	Debt	
o	Mineral Property Securities	o	Option, Warrant or Other Right to Acquire Another Security	
o	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	o	Other (describe)	

10. Business Combination Transaction	
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No	
 	
Clarification of Response (if Necessary)	 	

11. Minimum Investment	
Minimum investment accepted from any outside investor	$   0   USD	

12. Sales Compensation	
Recipient	Recipient CRD Number	o	None	
 	 	
(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None	
 	 	
Street Address 1	Street Address 2	
 	 	
City	State/Province/Country	ZIP/Postal Code	
 	 	 	
State(s) of Solicitation	o	All States	

13. Offering and Sales Amounts	
Total Offering Amount	$   29557113   USD	o Indefinite	
Total Amount Sold	$   29557113   USD	 	
Total Remaining to be Sold	$   0   USD	o Indefinite	
 	
Clarification of Response (if Necessary)	

14. Investors	
o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering	 	
 	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	16	

15. Sales Commissions & Finders' Fees Expenses	
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.	
Sales Commissions	$   0   USD	o	Estimate	
Finders' Fees	$   0   USD	o	Estimate	
 	
Clarification of Response (if Necessary)	

16. Use of Proceeds	
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.	
 	$   1000000   USD	x	Estimate	
 	
Clarification of Response (if Necessary)	

Signature and Submission	
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.	
Terms of Submission  	
 	In submitting this notice, each Issuer named above is:	 	
 	·	Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
·	Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
·	Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).	 	
 	
 	Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.	
 	For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.	

Issuer	Signature	Name of Signer	Title	Date	
InVitae Corp	Richard B. Tompane	Richard B. Tompane	President and Chief Financial Officer	2012-11-07