SEC Form 4 · accession 0001100441-19-000014
RTI SURGICAL, INC. · RTIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathon M Singer
Officer — CFO/CAO
Period of report
Mar 8, 2019
Accepted (ET)
Mar 11, 2019 · 5:02 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,F3,F4 | Mar 8, 2019 | D | 313,630 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to purchase common stockF5 | $4.55 | Mar 8, 2019 | D | 306,900 | D | — | Sep 18, 2027 | Common Stock | 306,900 | 0 | D |
| Option to purchase common stockF6 | $4.25 | Mar 8, 2019 | D | 128,000 | D | — | Feb 28, 2028 | Common Stock | 128,000 | 0 | D |
Explanation of responses
- F1On March 8, 2019, pursuant to the Master Transaction Agreement, by and among the Issuer, RTI Surgical, Inc., a Delaware corporation ("Old RTI"), 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 Old RTI, with Old RTI surviving as a wholly-owned subsidiary of the Issuer (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 the Issuer; and (c) the Issuer 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 Old RTI converted automatically into one share of the Issuer's common stock; (b) each issued and outstanding share of Series A Convertible Preferred Stock of Old RTI converted automatically into one share of the Issuer's Series A Convertible Preferred Stock; and (c) each stock option and restricted stock award granted by Old RTI converted into a stock option or restricted stock award, as applicable, of the Issuer with respect to an equivalent number of shares of the Issuer's common stock on the same terms and conditions as were applicable prior to the Closing. This report reflects the beneficial ownership of the reporting person at the time of the consummation of the Merger and does not include the securities of the Issuer acquired by the reporting person upon the consummation of the Merger.
- F3The reporting person will file a Form 4 reflecting his acquisition of the Issuer's securities in connection with the consummation of the Mergers.
- F4Total includes 166,943 shares of restricted stock that will vest on; 36,630 shares on each of 9/18/2019 and 09/18/2020, 19,400 on each of 2/29/2020 and 02/28/2021, 18,295 shares on 2/26/2020 and 18,294 shares on each of 2/26/2021 and 2/26/2022.
- F5The 306,900 options vest, if at all, in three 102,300 increments if the average per share closing price of the common stock exceeds $7.00, $8.00 and $9.00, respectively, for 60 consecutive days.
- F625,600 options are exercisable and 25,600 will become exercisable on each of 2/28/2020, 2/28/2021, 2/28/2022 and 2/28/2023.