SEC Form 4 · accession 0000899243-19-007130
RTI SURGICAL, INC. · RTIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Curtis M Selquist
Director
Period of report
Mar 8, 2019
Accepted (ET)
Mar 11, 2019 · 8:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001100441
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 8, 2019 | D | 115,372 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 8, 2019, pursuant to the Master Transaction Agreement, by and among Bears Holding Sub, Inc. ("New RTI"), the Issuer, PS Spine Holdco, LLC, a Delaware limited liability company (the "Member"), and Bears Merger Sub, Inc., a Delaware corporation (the "Merger Sub"): (a) the Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of New RTI (the "Merger"); (b) the Member contributed all of the issued and outstanding membership interests of Paradigm Spine, LLC, a Delaware limited liability company and wholly owned subsidiary of the Member, to New RTI; and (c) New RTI was renamed "RTI Surgical Holdings, Inc."
- F2Pursuant to the Master Transaction Agreement, at the effective time of the Merger: (a) each issued and outstanding share of common stock of the Issuer converted automatically into one share of New RTI's common stock; (b) each issued and outstanding share of Series A Convertible Preferred Stock of the Issuer converted automatically into one share of New RTI's Series A Convertible Preferred Stock; and (c) each stock option and restricted stock award granted by the Issuer converted into a stock option or restricted stock award, as applicable, of New RTI with respect to an equivalent number of shares of New RTI's common stock on the same terms and conditions as were applicable prior to the Closing.