SEC Form 4 · accession 0001144204-18-010936

Xtant Medical Holdings, Inc. · XTNT

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

Reporting owner

Matthew Rizzo

Director · 10% Owner

Period of report

Feb 14, 2018

Accepted (ET)

Feb 26, 2018 · 6:31 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001453593

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F5,F6,F1,F3	Feb 14, 2018	A	5,126,534	$7.20	A	5,287,197	I	See Footnotes
Common Stock^F5,F6,F2,F3	Feb 14, 2018	A	2,905,396	$7.20	A	2,973,996	I	See Footnotes
Common Stock^F5,F7,F1,F3	Feb 14, 2018	P	603,687	$7.20	A	5,890,884	I	See Footnotes
Common Stock^F5,F7,F2,F3	Feb 14, 2018	P	342,132	$7.20	A	3,316,128	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Convertible Note^F5,F1,F3,F4	$46.56	Feb 14, 2018	D	—	D	—	Jul 15, 2021	Common Stock	33,190,000	I
Convertible Note^F5,F2,F3,F4	$46.56	Feb 14, 2018	D	—	D	—	Jul 15, 2021	Common Stock	18,810,000	I
Convertible Note^F5,F1,F3,F4	$34.80	Feb 14, 2018	D	—	D	—	Jul 15, 2021	Common Stock	1,428,553	I
Convertible Note^F5,F2,F3,F4	$34.80	Feb 14, 2018	D	—	D	—	Jul 15, 2021	Common Stock	809,614	I

Explanation of responses

F1These securities are held of record by ROS Acquisition Offshore LP ("ROS Acquisition"). OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the investment manager of ROS Acquisition. Advisors is also the investment manager of Royalty Opportunities S.a r.l., of which ROS Acquisition is a wholly-owned subsidiary. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ROS Acquisition noted above and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is an employee of Advisors.
F2These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). OrbiMed ROF II LLC ("ROF II") is the sole general partner of ORO II, and Advisors is the sole managing member of ROF II. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ORO II noted above and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is an employee of Advisors.
F3Each of ROS Acquisition, ORO II, Advisors and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
F4These convertible notes (collectively, the "Notes") were convertible into shares of common stock ("Shares") of the Issuer at any time prior to the close of business on the second business day immediately preceding July 15, 2021. However, the Notes were not convertible to the extent that such conversion would result in the holder of each Note or any of its affiliates being deemed to beneficially own in excess of 9.99% of the then-outstanding Shares.
F5Gives effect to the 1:12 reverse stock split which occurred on February 14, 2018.
F6On February 14, 2018, the Notes, plus accrued and unpaid interest, were exchanged for newly-issued shares of Common Stock at an exchange rate of 138.8889 shares per $1,000 principal amount of notes, for an exchange price of $7.20 per share. This resulted in the issuance of 5,126,534 shares of Common Stock to ROS Acquisition and 2,905,396 shares of Common Stock to ORO II.
F7On February 14, 2018, ROS Acquisition and ORO II purchased an aggregate of 945,819 shares of Common Stock at a price of $7.20 per share in a private placement.