SEC Form 4 · accession 0000899243-19-001223

Enovis CORP · ENOV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mitchell P Rales

Director · 10% Owner

Period of report

Jan 11, 2019

Accepted (ET)

Jan 15, 2019 · 4:30 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001420800

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $.001	May 7, 2018	G	40,180	$0.00	D	10,281,181	D
Common Stock, par value $.001	Jun 8, 2018	G	11,073	$0.00	D	10,270,108	D
Common Stock, par value $.001	Aug 24, 2018	G	2,942	$0.00	D	10,267,166	D
Common Stock, par value $.001	Oct 29, 2018	G	4,297	$0.00	D	10,262,869	D
Common Stock, par value $.001^F1	holding	—	—		—	854,750	I	Through the Mitchell P. Rales Family Trust
Common Stock, par value $.001^F2	holding	—	—		—	19,388	I	By Capital Yield Corporation
Common Stock, par value $.001	holding	—	—		—	4,200	I	By MPR, as custodian for daughters
Common Stock, par value $.001	holding	—	—		—	11,500	I	By trust for daughter
Common Stock, par value $.001^F3	holding	—	—		—	28,000	I	By spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Tangible Equity Units (Right to Buy)^F4,F5,F6	—	Jan 11, 2019	P	400,000	A	—	—	Common Stock	1,440,000	400,000	D

Explanation of responses

F1The reporting person is a trustee of the Mitchell P. Rales Family Trust.
F2These shares are held by an entity of which Mitchell P. Rales and Steven M. Rales are the sole stockholders. The reporting person disclaims beneficial ownership of these securities to the extent that they are beneficially owned by Steven M. Rales.
F3The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Neither this filing nor anything contained herein shall be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise.
F4In connection with the Issuer's offering of Tangible Equity Units ("TEUs"), the reporting person acquired 400,000 TEUs. Each TEU is comprised of (i) a prepaid stock purchase contract and (ii) a senior amortizing note due January 15, 2022. The prepaid stock purchase contract, which may be settled at any time by the holder, provides the holder the right to acquire shares of the Issuer's common stock. If a prepaid stock purchase contract is settled on or prior to January 15, 2020, the holder will receive 3.6 shares of common stock per contract. If a prepaid stock purchase contract is settled after January 15, 2020 but on or prior to January 15, 2021, the holder will receive 3.8 shares of common stock per contract. If a prepaid stock purchase contract is settled after January 15, 2021 but on or prior to the second trading day prior to January 15, 2022, the holder will receive 4 shares of common stock per contract.
F5Each prepaid stock purchase contract may be settled at any time by the holder and in some circumstances may be redeemed by the Issuer. If not earlier settled or redeemed, on January 15, 2022 the prepaid stock purchase contracts will be settled automatically and each holder will receive not less than 4 shares of common stock per contract and not more than 4.8054 shares of common stock per contract, based on the applicable settlement rate and applicable market value of the common stock at settlement.
F6The number of shares of common stock underlying the reporting person's TEUs is based on the amount that may be acquired if the prepaid stock purchase contracts were settled prior to January 15, 2020. The actual number of shares the reporting person may acquire will depend on when the prepaid stock purchase contracts are settled.