SEC Form 4 · accession 0001235802-18-000147
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
Sep 17, 2018
Accepted (ET)
Sep 19, 2018 · 4:36 pm EDT
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, $0.000001 par valueF1,F2 | holding | — | — | — | 5,890,884 | I | See footnotes | |
| Common Stock, $0.000001 par valueF2,F3 | holding | — | — | — | 3,316,128 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F1,F2 | $0.01 | Sep 17, 2018 | A | 765,992 | A | Sep 17, 2018 | Aug 1, 2028 | Common Stock | 765,992 | 765,992 | I |
| Warrant (right to buy)F2,F3 | $0.01 | Sep 17, 2018 | A | 434,008 | A | Sep 17, 2018 | Aug 1, 2028 | Common Stock | 434,008 | 434,008 | 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.
- 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.
- F4This warrant was acquired from Xtant Medical Holdings, Inc. in connection with and as a condition to the effectiveness of that certain Twenty-Fifth Amendment to the Amended and Restated Credit Agreement, effective as of August 1, 2018.