SEC Form 4 · accession 0001209191-15-001099
NUVASIVE INC · NUVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick Miles
Officer — President, Global Prod & Svcs
Period of report
Jan 1, 2015
Accepted (ET)
Jan 5, 2015 · 5:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001142596
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 1, 2015 | A | 2,604 | $0.00 | A | 50,105 | D | |
| Common StockF3,F2 | Jan 1, 2015 | F | 1,132 | $46.17 | D | 48,973 | D | |
| Common StockF2 | Jan 2, 2015 | M | 59,621 | $26.62 | A | 108,594 | D | |
| Common StockF4,F2 | Jan 2, 2015 | F | 44,621 | $46.64 | D | 63,973 | D | |
| Common StockF5,F6,F2 | Jan 5, 2015 | S | 15,000 | $46.6073 | D | 48,973 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F7 | $26.62 | Jan 2, 2015 | M | 59,621 | A | — | Jan 3, 2021 | Common Stock | 59,621 | 0 | D |
Explanation of responses
- F1Settlement of vested shares under Restricted Stock Unit grant dated January 3, 2011.
- F2Shares directly held by the Reporting Person. The Reporting Person also holds conditional rights to receive or purchase (as appropriate) shares pursuant to previously disclosed Company equity awards.
- F3Shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting/settlement of Restricted Stock Unit awards dated January 3, 2011.
- F4Payment of exercise price and tax liability by Issuer's withholding of shares incident to the respective option exercise.
- F5The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on November 7, 2014, which is intended to comply with Rule 10b5-1.
- F6Weighted average from 42 transactions with prices ranging from $46.0300 to $46.9050. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares sold at each separate price.
- F7The option, representing a right to purchase a total of 91,248 shares, became exercisable as follows: 25% of the shares vested on January 3, 2012; 1/48th of the remaining shares vested monthly thereafter so that all shares were fully vested as of January 3, 2015, subject to continued employment through each vesting period.