SEC Form 4 · accession 0001209191-15-007474
NUVASIVE INC · NUVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith Valentine
Officer — COO
Period of report
Jan 27, 2015
Accepted (ET)
Jan 29, 2015 · 4:31 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 | Jan 27, 2015 | M | 65,577 | $38.94 | A | 154,511 | D | |
| Common StockF2,F1 | Jan 27, 2015 | F | 58,607 | $46.93 | D | 95,904 | D | |
| Common StockF3,F4,F1 | Jan 28, 2015 | S | 6,970 | $46.9552 | D | 88,934 | 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)F5 | $38.94 | Jan 27, 2015 | M | 65,577 | A | — | Jan 4, 2018 | Common Stock | 65,577 | 0 | D |
Explanation of responses
- F1Shares 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.
- F2Payment of exercise price and tax liability by Issuer's withholding of shares incident to the respective option exercise.
- F3The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on December 12, 2014, which is intended to comply with Rule 10b5-1.
- F4Weighted average from 45 transactions with prices ranging from $46.4100 to $47.3200. 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.
- F5The option, representing a right to purchase a total of 196,729 shares, became exercisable as follows: 25% of the shares vested on January 4, 2009; the remaining shares vested monthly thereafter so that all shares were fully vested as of January 4, 2012, subject to continued employment through each vesting period.